Exhibit 3.17
STATEofDELAWARE
CERTIFICATE OF INCORPORATION
OF
XERIUM ASIA, INC.
1.Name. The name of this corporation is Xerium Asia, lnc.
2.Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400 in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
3.Purpose. The purpose of this 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.
4.Stock. The total number of shares of stock that this corporation shall have authority to issue is 100 shares of Common Stock, $0.01 par value per share. Each share of Common Stock shall be entitled to one vote.
5.lncorporator. The name and mailing address of the incorporator is: Nicholas P. Brown, Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110-2624.
6.Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
7.Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.
8.Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.
9.Liability of Directors. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 9 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
10.Indemnification. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim;provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this paragraph 10 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
11.Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors or in the by-laws of this corporation.
12.Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.
THE UNDERSIGNED, the sole incorporator named above, hereby certifies that the facts stated above are true as of this 17th day of March, 2006.
| /s/ Nicholas P. Brown | ||
| Nicholas P. Brown | ||
| Sole Incorporator | ||
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XERIUM ASIA, INC
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY
PURSUANT TO
SECTION 18-214
OF THE LIMITED LIABILITY ACT
First: The name of the Corporation immediately prior to filing this Certificate of Conversion is Xerium Asia, Inc.
Second: The Corporation was first incorporated in the State of Delaware by the filing of its Certificate of incorporation with the Secretary of State of Delaware on March 17, 2006. The Corporation has not changed its jurisdiction of incorporation.
Third: The name of the Limited Liability Company as set forth in the Certificate of Formation is Xerium Asia, LLC.
Fourth: The filing of this Certificate of Conversion, and thus the conversion of the Corporation into a limited liability company, shall be effective at 11:59 p.m. on December 31, 2008.
[signature page follows]
{signature page to Certificate of Conversion]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion on the 12th day of December, 2008.
| By: | /s/ Stephen R. Light | |
| Authorized Person | ||
| Name: | Stephen Light | |
| Print or Type | ||
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XERIUM ASIA, LLC
STATE of DELAWARE LIMITED
LIABILITY COMPANY
CERTIFICATE of FORMATION
First: The name of the limited liability company is Xerium Asia, LLC.
Second: 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, Zip Code 19808. The name of its registered agent at such address is Corporation Service Company.
Third: This Certificate of Formation shall be effective at 11:59 p.m. on December 31, 2008.
[signature page follows}
[signature page to Certificate of Formation}
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on 12th day of December, 2008.
| By: | /s/ Stephen R. Light | |
| Authorized Person | ||
| Name: | Stephen Light | |
| Print or Type | ||
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