Exhibit 3(a)
CERTIFICATE OF INCORPORATION
OF
CHEMICAL FABRICS CORPORATION
FIRST: The name of the Corporation is CHEMICAL FABRICS CORPORATION.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 306 South State Street, in the City of Dover, County of Kent. The
name of its registered agent at such address is United States Corporation
Company.
THIRD: The nature of the business or purposes to be conducted or promoted
are to engage in manufacturing and sales, including but not limited to the
coating and application of fabrics with chemicals, and to do all other matters
related thereto, and to engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 16,000,000, of which 1,000,000
shares of the par value of $.50 each are to be of a class designated Preferred
Stock and 15,000,000 shares of the par value of $.10 each are to be of a class
designated Common Stock.
Shares of stock of any class now or hereafter authorized may be issued by
the Corporation from time to time for such consideration not less than the par
value thereof as shall be fixed from time to time by the Board of Directors of
the Corporation. Any and all shares of stock so issued for which the
consideration so fixed has been paid or delivered to the Corporation shall be
declared and taken to be fully paid stock and shall not be liable to any further
call or assessments thereon, and the holders of such shares shall not be liable
for any further payments in respect of such shares. Subscriptions to, or the
purchase price of, shares of stock of the Corporation may be paid for, wholly or
partly, by cash, by labor done, by personal property, or by real property or
leases thereof. In the absence of actual fraud in the transaction, the judgment
of the Directors as to the value of such labor, property, real estate or leases
thereof shall be conclusive.
Authority is hereby vested in the Board of Directors to issue the Preferred
Stock from time to time in one or more subsequent series, with such voting
powers or without voting powers, and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, and with such dividend rights, rights on
dissolution or distribution of assets, and conversion or exchange rights, and
subject to redemption at such time or times and price or prices, as shall be
stated and expressed in the resolution or resolutions providing for the issue of
such stock adopted by the Board of Directors.
FIFTH: The name and mailing address of the sole incorporator is as
follows:
Name Mailing Address
Christopher G. Karras 30 Rockefeller Plaza
New York, New York 10112
SIXTH: The Board of Directors is authorized to adopt, amend or repeal the
By-Laws of the Corporation.
SEVENTH: Any one or more directors may be removed, with or without cause,
by the vote or written consent of the holders of a majority of the shares
entitled to vote at an election of directors.
EIGHTH: Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as may be designated by or in the manner provided
in the By-Laws, or, if not so designated or provided, at the registered office
of the Corporation in the State of Delaware. Elections of directors need not be
by ballot unless and to the extent that the By-Laws so provide.
NINTH: The Corporation shall have the power, to the full extent permitted
by Section 145 of the Delaware General Corporation Law, as amended from time to
time, to indemnify all person whom it may indemnify pursuant thereto.
TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders of class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
ELEVENTH: The Corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights of stockholders herein are
subject to this reservation.
THE UNDERSIGNED, being the sole incorporator above named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, has signed this instrument on the 5th day of July, 1983 and does
thereby acknowledge that it is his act and deed and that the facts stated
therein are true.
/s/Christopher G. Karras
------------------------
Christopher G. Karras
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * *
CHEMICAL FABRICS CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That by vote of the Board of Directors of Chemical Fabrics
Corporation, at a duly called Regular Meeting of the Board, a resolution was
duly adopted setting forth a proposed amendment to the Certificate of
Incorporation of said corporation and directing the holders of Common Stock of
said corporation to consider said amendment at the Annual Meeting of
Stockholders. The resolution setting forth the proposed amendment is as
follows:
RESOLVED: that the Corporation's Certificate of Incorporation in the State of
Delaware be, and it hereby is, amended by the addition of the
following Article Twelfth, subject to the approval of the
Shareholders at the Annual Meeting:
TWELFTH: A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the Delaware General Corporation Law, as
the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper benefit. If
the Delaware General Corporation law hereafter is amended to
authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the corporation, in
addition to the limitation on personal liability provided herein
shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of
this paragraph by the shareholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on
the personal liability of a director of the corporation existing at
the time of such repeal or modification.
SECOND: That thereafter at the Annual Meeting of Stockholders, pursuant to
said resolution of the Board of Directors, by vote of the holders of record of
at least a majority of the issued and outstanding shares of Common Stock, par
value $.10 per share, of said corporation, representing not less than the
minimum number of votes necessary to authorize and take the actions set forth
therein, said amendment was duly adopted.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Chemical Fabrics Corporation has caused this
certificate to be signed by Duane C. Montopoli, its President, and attested by
John D. Masters, its Secretary, as of this 21st day of October, 1986.
CHEMICAL FABRICS CORPORATION
By: /s/ Duane C. Montopoli
---------------------------
President
ATTEST:
By: /s/ John D. Masters
----------------------
Secretary