Attached files
Exhibit
3.2
CERTIFICATE
OF OWNERSHIP AND MERGER
Subsidiary
Into Parent
MERGING
PANELTECH
INTERNATIONAL HOLDINGS, INC.
A
Delaware Domestic Corporation (“Subsidiary”)
WITH
AND INTO
CHARLESTON
BASICS, INC.
A
Delaware Domestic Corporation (“Parent”)
_________________________________________
Pursuant
to Section 253 of the Delaware General Corporation Law
CHARLESTON BASICS,
INC., a Delaware corporation incorporated on the 4th day
of April, 2006 (“Parent”), pursuant to the provisions of the General Corporation
Law of the State of Delaware;
| DOES HEREBY CERTIFY | |
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FIRST:
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That
Parent is organized and existing under the General Corporation Law of the
State of Delaware.
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SECOND:
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That
Parent owns 100% of the capital stock of PANELTECH INTERNATIONALHOLDINGS,
INC., a Delaware corporation incorporated on the 24th day of
December, 2009, its wholly-owned subsidiary
(“Subsidiary”).
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THIRD:
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That
Parent determined to merge Subsidiary into itself (the “Merger”), pursuant
to Section253 of the Delaware General Corporation Law, by a resolution of
its Board of Directors(the “Board”) attached hereto as Exhibit A, duly
adopted by the unanimous written consent of the members of the Board,
dated December 23, 2009.
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FOURTH:
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That
pursuant to Section 253(b) of the General Corporation Law of Delaware,
upon the effectiveness of the merger, Parent, as the surviving corporation
of the Merger, changes its corporate name to: Paneltech
International Holdings, Inc.
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FIFTH:
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The
Merger shall become effective upon filing with the Delaware Secretary of
State.
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[Signature
Page Follows]
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IN
WITNESS WHEREOF, Parent has caused this certificate of ownership to be executed
by its duly authorized officer on this 28th day of December, 2009.
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CHARLESTON
BASICS, INC.
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By:
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/s/ Leroy Nott | |||
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Name:
Leroy
Nott
Title:
President
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Exhibit
A
Resolutions of the Board of
Directors of Charleston Basics, Inc.
WHEREAS,
Paneltech International Holdings, Inc., a Delaware corporation (“Subsidiary”),
is the wholly owned subsidiary of Parent, which lawfully owns 100% of the issued
and outstanding stock of Subsidiary; and
WHEREAS,
the Board has determined that it is advisable, fair and in the best interests of
Parent and its stockholders to merge Subsidiary with and into Parent, to be
possessed of all the estate, property, rights, privileges and franchises of
Subsidiary and to change the name of Parent to Paneltech International Holdings,
Inc., in accordance with the provisions of Sections 253 and 253(b) of the
Delaware General Corporation Law, which permit such merger and name change (the
“Merger”).
NOW
THEREFORE BE IT
RESOLVED,
that Parent and Subsidiary shall be merged into a single corporation, in
accordance with applicable provisions of the Delaware General Corporation Law,
by Subsidiary merging with and into Parent, which shall be the surviving
corporation; and it is further
RESOLVED,
upon the Merger becoming effective as provided in the applicable laws of the
Delaware General Corporation Law (the time when the merger shall so become
effective being sometimes herein referred to as the “Effective Date of the
Merger”):
i. The two
constituent corporations shall be a single corporation, which shall be Parent,
as the surviving corporation; and the separate existence of Subsidiary shall
cease except to the extent provided by the law of the State of Delaware in the
case of a corporation after its merger into another corporation.
ii. Parent,
the surviving corporation relinquishes its corporate name, and assumes in its
place, the name: Paneltech International
Holdings, Inc., pursuant to Section 253(b) of the Delaware General
Corporation Law.
RESOLVED,
Parent, as the surviving corporation in the merger, shall possess all the
estate, property, rights, privileges and franchises Subsidiary and assume all
debts, duties, liabilities and obligations thereof; and it is
further.
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RESOLVED,
Parent’s Certificate of Incorporation and bylaws in effect immediately prior to
the effectiveness of the Merger shall be the certificate of incorporation and
bylaws of the surviving corporation, with the corporate name change above to be
reflected in such certificate of incorporation and bylaws; and it is
further
RESOLVED,
that as of the Effective Date of the Merger Article “First” of the certificate
of incorporation of Parent relating to its corporate name shall be hereby
amended to read in its entirety as follows:
“FIRST:
The name of this corporation is: Paneltech International
Holdings, Inc.”
; and it
is further
RESOLVED,
that the directors and officers of Parent shall continue in office until they
resign and their successors are duly elected; and it is further
RESOLVED,
that the manner of converting the outstanding shares of each of the constituent
corporations shall be as follows:
i. As of the
Effective Date of the Merger each share of stock of Subsidiary, issued and
outstanding, all of which are held by Parent, shall be surrendered and canceled
without any action on the part of the Sole Shareholder.
ii. The
Merger shall have no effect on the stock of Parent. As of the Effective Date of
the Merger, each share of stock of Parent, issued and outstanding or held as
treasury shares will remain the same as it were immediately prior to the
Effective Date of the Merger, without any change, conversion or reclassification
thereof; and it is further
RESOLVED,
that an authorized officer of Parent be and is herby directed to make and
execute a Certificate of Ownership setting forth a copy of the resolution to
merge said Subsidiary with and into itself and assume its liabilities and
obligations, and the date of adoption thereof, and to file the same in the
office of the Secretary of State of Delaware, and cause a certified copy thereof
to be filed in the office of the Recorder of Deeds of Kent County, Delaware; and
be it further
RESOLVED,
that the officers of Parent and Subsidiary be and they hereby are, authorized
and directed to do all acts and things whatsoever, whether within or without the
State of Delaware; which may be in any way necessary or proper to effect said
merger.
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