EX-3.53
Published on February 11, 2011
Exhibit 3.53
CERTIFICATE OF INCORPORATION
OF
NOVELIS NORTH AMERICA HOLDINGS INC.
OF
NOVELIS NORTH AMERICA HOLDINGS INC.
ARTICLE I
The name of the Corporation is Novelis North America Holdings Inc.
ARTICLE II
The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite
400, in the city of Wilmington, county of New Castle, Delaware 19808. The name of its registered
agent at such address is Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The
total number of shares that the Corporation shall have the authority
to issue is 10,000
shares of common stock, $0.01 par value per share (the Common Stock ).
The holders of the Common Stock are entitled to one vote for each share of Common Stock held
at all meetings of stockholders (and written actions in lieu of meetings).
ARTICLE V
The name and mailing address of the incorporator are as follows:
Name of Incorporator | Mailing Address | |
Vickie Sims
|
Husch Blackwell LLP | |
4801 Main Street, Suite 1000 | ||
Kansas City, Missouri 64112 |
ARTICLE VI
The Board of Directors is authorized to adopt, amend, or repeal the Bylaws of the Corporation,
but the stockholders may adopt additional Bylaws and may amend or repeal any Bylaw whether adopted
by them or otherwise.
ARTICLE VII
The name and address of the initial members of the Board of Directors are as follows:
Director | Mailing Address | |
Leslie J. Parrette, Jr.
|
3560 Lenox Road, Suite 2100, Atlanta, GA 30326 | |
Steven R. Fisher
|
3560 Lenox Road, Suite 2100, Atlanta, GA 30326 |
ARTICLE VIII
The Corporation is to have perpetual existence.
ARTICLE IX
The number of directors of the Corporation shall be fixed by, or in the manner provided in,
the Bylaws of the Corporation.
ARTICLE X
The Corporation reserves the right to amend, alter, change, or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE XI
To the fullest extent permitted by law, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director. If the General Corporation Law or any other law of the State of Delaware is amended
after the filing of this Certificate of Incorporation with the Delaware Secretary of State to
authorize corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law as so amended.
IN TESTIMONY WHEREOF, the undersigned, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware, does make, file, and record this Certificate,
and does declare and certify that the facts herein stated are true, and has accordingly hereunto
set her hand this 29th
day of November, 2010.
By: | /s/ Vickie Sims | |||||
Name: | Vickie Sims | |||||
Title: | Incorporator | |||||
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