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State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "GFSI, INC.", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF
JANUARY, A.D. 1997, AT 2 O'CLOCK P.M.
[SEAL]
/s/ Edward J. Freel
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Edward J. Freel. Secretary of State
AUTHENTICATION: 8346175
2706842 8100 DATE: 02-25-97
971061815
CERTIFICATE OF INCORPORATION
OF
GFSI, INC.
The undersigned, for the purpose of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, hereby
adopts the following:
FIRST: The name of the corporation is
GFSI, INC.
SECOND: The address of the corporation's initial registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, Delaware 19801. The name of the
corporation's initial registered agent at such address is The Corporation Trust
Company.
THIRD: 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.
FOURTH: The total number of shares of capital stock that this corporation
shall have authority to issue is 10,000 shares of Common Stock, par value $0.01
per share.
FIFTH: The name and mailing address of the incorporator are Michael J.
Beal, 1200 Main Street, Suite 3500, Kansas City, Missouri 64105.
SIXTH: The name of the person who is to serve as the sole director until
the first annual meeting of stockholders, or until his successor is elected and
shall qualify, is A. Richard Caputo, Jr., whose mailing address is 9 West 57th
Street, Suite 4000, New York, New York 10019.
SEVENTH: The duration of the corporation is perpetual.
EIGHTH: 1. Elimination of Certain Liability of Directors. 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,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware
at any time authorizes corporate action further limiting or eliminating the
personal liability of directors, then the liability of a director of the
corporation shall be limited or eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware without further action by
the corporation. Any repeal or modification of the foregoing paragraph by the
stockholders of 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.
2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators: provided,
however, that, except as provided in paragraph (b) hereof, the corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the corporation.
The right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition: provided,
however, that, if the General Corporation Law of the State of Delaware allows,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation,
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service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this
Section is not paid in full by the corporation within thirty days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard or
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) Insurance. The corporation may at its option maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against
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such expense, liability or loss under the General Corporation Law of the State
of Delaware.
NINTH: The Board of Directors of the corporation is authorized and
empowered to make, alter, amend or repeal any or all of the Bylaws of the
corporation, subject to the power of the stockholders of the corporation to
make, alter, amend or repeal any or all of the Bylaws of the corporation.
TENTH: The Corporation reserves the right at any time and from time to time
to amend, alter, change, or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by law; and all
rights conferred upon stockholders, directors, or any other persons whomsoever
by and pursuant to this Certificate of Incorporation in their present form or as
hereafter amended are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th day
of January, 1997.
/s/ Michael J. Beal
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Michael J. Beal, Incorporator
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