1
EXHIBIT 3.2
State of Delaware
Office of Secretary of State
I, GLENN C. KENTON, 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 EDISON PLASTICS INTERNATIONAL INC. FILED IN THIS
OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER, A.D. 1984, AT 2 O'CLOCK P.M.
/s/ Glenn C. Kenton
Glenn C. Kenton, Secretary of State
AUTHENTICATION: 10404245
DATE: 12/21/1984
2
CERTIFICATE OF INCORPORATION
OF
EDISON PLASTICS INTERNATIONAL INC.
*****
1. The name of the corporation is
EDISON PLASTICS INTERNATIONAL INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is:
To import, export, buy, sell, and generally deal in and with
goods, wares, merchandise, commodities, articles of commerce, and property of
every kind and description, and to do such things and exercise such powers as
shall be necessary or convenient in the conduct of a general export and import
business. To carry on the business of processors, merchants, traders,
wholesalers, retailers, distributors, agents, service agents, clearing agents,
factors, and brokers, and to process, service, clear, license, import, export,
buy, sell, exchange, pledge, make advances upon, or otherwise deal in and with,
goods, wares and merchandise.
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
4. The total number of shares of Common stock which the corporation
shall have authority to issue is five hundred (500); all of such shares shall be
without par value.
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
D.A. Hampton Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.M. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S.J. Eppard Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
3
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this Certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 21st
day of December, 1984.
/s/ D.A. Hampton
D.A. Hampton
/s/ S.M. Fraticelli
S.M. Fraticelli
/s/ S.J. Eppard
S.J. Eppard
2