Exhibit 3.1
FILING FEE: $70.00
DUPLICATE ORIGINAL OF
RESTATED ARTICLES OF INCORPORATION
OF
AMTROL Inc.
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Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Restated Articles
of Incorporation:
FIRST: The name of the corporation is : AMTROL Inc.
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SECOND: The period of its duration is perpetual
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THIRD: The purpose or purposes which the corporation is authorized to
pursue are:
To engage in the invention, design, development, manufacture,
production, operation, sale or lease of component products for the
residential and commercial hot water heating industry, the well water
industry and the refrigeration and air-conditioning industries, and
any and all articles consisting, or partly consisting thereof, and all
products and by-products which are or may be designed, produced,
processed or manufactured therefrom in whole or in part;
To purchase, lease or otherwise acquire, own, hold, sell, mortgage,
change or otherwise dispose of, invest, trade and deal in and with
real and personal property of every kind and description;
To transact any other lawful business for which corporations may be
incorporated under the Rhode Island Business Corporations Act; and to
have all the powers conferred upon corporations organized under the
Rhode Island Business Corporations Act.
FOURTH: The aggregate number of shares which the corporation has
authority to issue is
1,000 shares Common Stock, $.01 par value each
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Note: If the authorized shares consist of one class only, insert a statement
of the par value of such shares or a statement that all of such shares
are without par value.
If the authorized shares are divided into classes, insert a statement of
the number of shares of each class, a statement of the par value of the
shares of each such class or that such shares are without par value, and
a statement of the preferences, limitations and relative rights in
respect of the shares of each class.
If the authorized shares of any preferred or special class are issuable
in series, insert a statement of the designation of each series, a
statement of the variations in the relative rights and preferences as
between series in so far as the same are fixed in the articles of
incorporation and a statement of any authority vested in the board of
directors to establish series and fix and determine the variations in
the relative rights and preferences as between series.
FIFTH: Existing provisions limiting or denying to shareholders the
preemptive right to acquire additional or treasury shares of the
corporation are:
No holder of stock of any class of the corporation whether now or
hereafter authorized shall have any preemptive, preferential or other
rights to subscribe for or purchase or acquire any shares of any class
or any other securities of the corporation whether now or hereafter
authorized, and whether or not convertible into, or evidencing or
carrying the right to purchase, shares of any class or any other
securities, now or hereafter authorized, and whether the same shall be
issued for cash, services or property, or by way of dividend or
otherwise.
SIXTH: Existing provisions of the articles of incorporation for the
regulation of the internal affairs of the corporation are:
A. ELIMINATION OF DIRECTORS' LIABILITY. A director of the
Corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of the director's duty as
a director, except for (i) liability for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) liability
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability imposed
pursuant to the provisions of Section 43 of the Rhode Island Business
Corporation Act, as amended, or (iv) liability for any transaction
from which the director derived an improper personal benefit (unless
said transaction is permitted by Section 37.1 of the Rhode Island
Business Corporation Act, as amended). If the Rhode Island Business
Corporation Act is amended 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 Rhode Island Business
Corporation Act. Any repeal or modification of this Section A of
Article SIXTH by the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification.
B. INDEMNIFICATION. (i) BY-LAW AND INDEMNITY AGREEMENT: STATUTORY
PROVISIONS. The Board of Directors of the Corporation may include
provisions in its By-laws, or may authorize agreements to be entered
into with each director, officer, employee or other agent of the
Corporation (an "Indemnified Person") for the purpose of indemnifying
an Indemnified Person in the manner and to the extent permitted by
Section 4.1 of the Rhode Island Business Corporation Act, as amended.
(ii) BY-LAW AND INDEMNITY AGREEMENTS: OTHER PROVISIONS. In
addition to the authority conferred upon the Board of Directors of the
Corporation by Paragraph B(i) hereof, the Board of Directors of the
Corporation may include provisions in its By-laws, or may authorize
agreements to be entered into with each Indemnified Person, for the
purpose of indemnifying such person in the manner and to the extent
provided herein:
(a) The By-law provisions or agreements authorized hereby
may provide that the Corporation shall, subject to the provisions of
this Section B of Article SIXTH, pay, on behalf of an Indemnified
Person any Loss or Expenses arising from any claim or claims which are
made against the Indemnified Person (whether individually or jointly
with other Indemnified Persons) by reason of any Covered Act of the
Indemnified Person.
(b) For the purposes of this Section B of Article SIXTH,
when used herein:
1. "Loss" means any amount which an Indemnified Person
is legally obligated to pay for any claim for Covered Acts and shall
include, without being limited to, damages, settlements, fines,
penalties or, with respect to employee plans, excise taxes;
2. "Expenses" means any expenses incurred in
connection with the defense against any claim for Covered Acts,
including, without being limited to, legal, accounting or
investigative fees and expenses; and
3. "Covered Act" means any act or omission of an
Indemnified Person in the Indemnified Person's capacity as an official
capacity with the Corporation.
(c) The By-law provisions or agreements authorized hereby
may cover Loss or Expenses arising from any claims made against a
retired Indemnified Person, the estate, heirs or legal representative
of a deceased Indemnified Person or the legal representative of an
incompetent, insolvent or bankrupt Indemnified Person, where the
Indemnified Person was an Indemnified Person at the time the Covered
Act upon which such claims are based occurred.
(d) Any By-law provisions or agreements authorized hereby
may provide for the advancement of Expenses to an Indemnified Person
prior to the final disposition of any action, suit or proceeding, or
any appeal therefrom, involving such Indemnified Person and based on
the alleged commission by such Indemnified Person of a Covered Act,
subject to an undertaking by or on behalf of such Indemnified Person
to repay the same to the Corporation if the Covered Act involves a
claim for which indemnification is not permitted under clause (e)
below, and the final disposition of such action, suit, proceeding or
appeal results in an adjudication adverse to such director or officer.
(e) The By-law provisions or agreements authorized hereby
may not indemnify an Indemnified Person from and against any Loss, and
the Corporation shall not reimburse for any Expenses, in connection
with any claim or claims made against an Indemnified person: (1) any
breach of the Indemnified Person's duty of loyalty to the Corporation
or its shareholders; (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law; (3) action
contravening Section 43 of the Rhode Island Business Corporation Act,
as amended; (4) the realization by the Indemnified Person of profits
subject to the provisions of Section 16(b) of the Securities Exchange
Act of 1934; or (5) a transaction from which the person seeking
indemnification derived improper personal benefit (unless the
transaction is permitted by Section 37.1 of the Rhode Island Business
Corporation Act, as amended).
(f) The By-law provisions or agreements authorized hereby
may contain such other terms and conditions as the Board of Directors,
in its sole discretion, determines to be consistent with the
provisions of this Article.
C. DISTRIBUTION OF CAPITAL SURPLUS. The Board of Directors
shall have the authority to make distributions to shareholders from
the capital surplus of the Corporation without the approval of the
holders of shares of any class.
D. AMENDMENT TO ARTICLES OF INCORPORATION. The Corporation
reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
SEVENTH: The restated articles of incorporation correctly set forth
without change the corresponding provisions of the articles of
incorporation as heretofore amended, and superseded the original
articles of incorporation and all amendments thereto.
Dated: December 12, 1996 AMTROL Inc.
By /s/ Samuel L. Daniels
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Its President
and /s/ Edward J. Cooney
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Its Secretary
STATE OF RHODE ISLAND
SC.
COUNTY OF Kent
At West Warwick in said county on this 12th day of December, 1996,
personally appeared before me Edward J. Cooney, who being by me first duly
sworn, declared that he is the Secretary of AMTROL Inc. that he signed the
foregoing document as Secretary of the corporation, and that the statements
therein contained are true.
/s/ Diane L. Yeaton
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Notary Public
(NOTARIAL SEAL)
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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
OFFICE OF THE SECRETARY OF STATE
RESTATED CERTIFICATE OF INCORPORATION
OF
AMTROL Inc.
I, Jane Berthiaume, Acting Deputy Secretary of State hereby certify that
duplicate originals of Restated Articles of Incorporation of AMTROL Inc., duly
signed and verified pursuant to the provisions of Chapter 7-1.1 of the General
Laws, 1956, as amended, have been received in this office and are found to
conform to law, and that the foregoing is a duplicate original of the restated
Articles of Incorporation.
Witness my hand and seal of the State of
Rhode Island this 15th day of December
1996
/s/ Jane Berthiaume
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Acting Deputy Secretary of State