EX-3.1 2 a2212487zex-3_1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF CONVERSION

OF

BOISE CASCADE, L.L.C.

FROM A DOMESTIC LIMITED LIABILITY COMPANY

TO A DOMESTIC CORPORATION

* * * * * * * * * *

In accordance with the provisions of Section 265 of the
General Corporation Law of the State of Delaware

and Section 18-216 of the Limited Liability Company Act of the State of Delaware

* * * * * * * * * *

The undersigned, being duly authorized to execute and file this Certificate of Conversion from a domestic limited liability company to a domestic corporation for the purposes of converting Boise Cascade, L.L.C., a Delaware limited liability company (the “Limited Liability Company”), into a domestic corporation pursuant to Section 265 of the General Corporation Law of the State of Delaware and Section 18-216 of the Limited Liability Act of the State of Delaware, does hereby certify as follows:

FIRST: The jurisdiction where the Limited Liability Company was first formed is the State of Delaware.

SECOND: The Limited Liability Company’s jurisdiction immediately prior to filing this Certificate of Conversion is the State of Delaware.

THIRD: The date the Limited Liability Company was first formed is July 26, 2004 under the name of Boise Cascade, L.L.C., as a Delaware limited liability company.

FOURTH: The name and type of entity of the Limited Liability Company immediately prior to filing this Certificate of Conversion is Boise Cascade, L.L.C., a Delaware limited liability company.

FIFTH: The name of the corporation the Limited Liability Company is converting to, as set forth in the Certificate of Incorporation, is Boise Cascade Company.

* * * * *

IN WITNESS WHEREOF, the undersigned, being duly authorized to sign on behalf of the converting Limited Liability Company, has executed this Certificate of Conversion on the day of February, 2013.

| BOISE CASCADE, L.L.C.
| a Delaware limited liability company
| By: |
|  | Name: | John T. Sahlberg
|  | Title: | Senior Vice President - Human Resources, General Counsel and Authorized Person

[Boise Cascade, L.L.C. - Certificate of Conversion]