CERTIFICATE OF INCORPORATION
OF
EAGLE-PICHER DEVELOPMENT COMPANY, INC.
I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby certify as follows:
FIRST: The name of the corporation (hereinafter called the
Corporation) Eagle-Picher Development Company, Inc.
SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of the Corporation's 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 Delaware.
FOURTH: The total number of shares of common stock which the
Corporation shall have authority to issue is 100. All such shares shall be
without par value.
FIFTH: The name and mailing address of the incorporator is Jon A.
Christensen, 1900 Huntington Center, Columbus, Ohio 43215.
SIXTH: The names and mailing addresses of the persons who are to
serve as directors of the Corporation until the first annual meeting of
stockholders or until their successors are elected and qualified are as follows:
NAME MAILING ADDRESS
John E. Powers P.O. Box 779, Cincinnati, Ohio 45201
Corinne M. Faris P.O. Box 779, Cincinnati, Ohio 45201
James A. Ralston P.O. Box 779, Cincinnati, Ohio 45201
SEVENTH: The board of directors of the Corporation shall have
power to make, alter or amend By-Laws of the Corporation.
EIGHTH: (a) Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or had agreed to serve at the request of the Board of Directors or an
officer of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person), shall be
indemnified by the Corporation to the full extent permitted by the General
Corporation Law of the State of Delaware or any other applicable laws as
presently or hereafter in effect. Without limiting the generality or effect of
the foregoing, the Corporation may enter into one or more agreements with any
person which provide for
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indemnification greater or different than that provided in this paragraph (a) of
Section Eighth. No amendment to or repeal of this paragraph (a) of Section
Eighth shall apply to or have any effect on the right to indemnity permitted or
authorized hereunder for or with respect to claims asserted before or after such
amendment or repeal arising from acts or omissions occurring in whole or in part
before the effective date of such amendment or repeal.
(b) To the full extent permitted by the General Corporation Law
of the State of Delaware or any other applicable laws as presented or hereafter
in effect, no director of the Corporation shall be personally liable to the
corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director of the Corporation. No
amendment to or repeal of this paragraph (b) of Section Eighth 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.
NINTH: 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, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and
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pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.
IN WITNESS WHEREOF, I the undersigned, being the incorporator
hereinabove named, do hereby execute this Certificate of Incorporation this 26th
day of August, 1987.
JON A. CHISTENSEN
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Jon A. Christensen
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EAGLE-PICHER DEVELOPMENT COMPANY, INC.
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ACTION OF BOARD OF DIRECTORS
UPON UNANIMOUS WRITTEN CONSENT
The undersigned, constituting all of the Members of the Board of Directors
of Eagle-Picher Development Company, Inc. (the "Company"), a Delaware
corporation, hereby consent to the adoption of the following resolution:
RESOLVED, that the By-Laws of the Company be, and they hereby are, amended
as follows:
Article II, Section 2. Annual meetings of stockholders shall be held on the
4th Tuesday of January, if not a legal holiday, and if a legal holiday,
then on the next day following which is not a Saturday, Sunday, or legal
holiday, or at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at
which they shall elect by a plurality vote, or by written consent, a board
of directors, and transact such other business as may properly be brought
before the meeting.
12/29/93 MELVIN F. CHUBB, JR.
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Date Melvin F. Chubb, Jr., Director
December 28, 1993 JAMES A. RALSTON
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Date James A. Ralston, Director
1/10/94 ANDRIES RUIJSSENAARS
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Date Andries Ruijssenaars, Director