EXHIBIT 3.22
CERTIFICATE OF INCORPORATION
of
MODERN ACQUISITION, INC.
FIRST: The name of the corporation is Modern Acquisition, Inc.
SECOND: The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street in the City of Wilmington, County of New
Castle, 19801. The name of its 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 (the "DGCL").
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is 1,000 shares of common stock, par
value of $0.01 per share.
FIFTH: The number of directors of the corporation shall be as from time
to time specified in, or determined in the manner provided in, the Bylaws.
Election of directors need not be by written ballot unless the bylaws so
provide.
SIXTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to make,
adopt, amend, alter or repeal the bylaws of the corporation.
SEVENTH: No director of the corporation shall 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 omission not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit. If
the DGCL is amended after the date of filing of this certificate of
incorporation to authorize corporate action further eliminating or limiting the
personal 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 DGCL as
amended. Any repeal or modification of this Article shall not adversely affect
any limitation on the liability of a director existing at the time of such
repeal or modification.
EIGHTH: 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
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 03/28/2002
020205997 -- 3507304
stockholder thereof or on the application of any receiver or receivers appointed
for this corporation under Section 291 of the DGCL or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
corporation under Section 279 of the DGCL 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 or 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.
NINTH: The name and mailing address of the incorporator is:
Name Mailing Address
---- ---------------
Julie Thobae 3900 One Shell Plaza
910 Louisiana
Houston, Texas 77002
The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation with the office of the Delaware Secretary of
State.
TENTH: The name and mailing address of each person who is to serve
as a director of the corporation until the first annual meeting of stockholders
or until his successor is elected and qualified are:
Name Mailing Address
---- ---------------
Dale Mikus 15455 Dallas Parkway, Suite 1100
Addison, Texas 75001
James Nattier 15455 Dallas Parkway, Suite 1100
Addison, Texas 75001
Frank Pittman 15455 Dallas Parkway, Suite 1100
Addison, Texas 75001
The undersigned incorporator hereby acknowledges that the foregoing
is his act and deed and that the facts herein stated are true, and accordingly
has executed this certificate this 28th day of March, 2002.
/s/ Julie Thobae
--------------------------------
Julie Thobae
Incorporator