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Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
BCC HOLDING CAPITAL CORPORATION
ARTICLE ONE
The name of this Corporation (hereinafter called the
"Corporation") is BCC Holding Capital Corporation.
ARTICLE TWO
The address, including street, number, city and county, of
the registered office of the Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle, 19801. The name of the
registered agent of the Corporation in the State of Delaware at such address is
The Corporation Trust Company.
ARTICLE THREE
The nature of the business and the purposes to be
conducted and promoted by the Corporation is to conduct any lawful business, to
promote any lawful purpose and to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE FOUR
The Corporation shall have authority, to be exercised by
its Board of Directors, to issue 100 shares of common stock of the par value of
$.01 per share.
ARTICLE FIVE
The number of directors which shall constitute the whole
Board of Directors of the Corporation shall be determined pursuant to the
By-Laws of the Corporation as provided therein. Elections of directors need not
be by written ballot.
ARTICLE SIX
In furtherance and not in limitation of the powers
conferred by statute and in accordance with any relevant provisions of the
By-Laws, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.
ARTICLE SEVEN
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 on
stockholders herein are granted subject to this reservation.
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ARTICLE EIGHT
The Corporation shall indemnify all directors and
officers of the Corporation, to the fullest extent permitted by the General
Corporation Law of the State of Delaware and as provided in the By-Laws of the
Corporation, from and against any and all expenses, liabilities or other
matters. The Corporation may indemnify, to the fullest extent permitted by the
General Corporation Law of the State of Delaware and as provided in the By-laws
of the Corporation, any and all persons whom it shall have the power to
indemnify from and against any and all expenses, liabilities or other matters.
ARTICLE NINE
No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article Nine shall not eliminate or limit the liability of a director (i) for
any breach of such 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
Title 8 of the General Corporation Law of the State of Delaware or (iv) for any
transaction from which such director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware 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 General Corporation
Law of the State of Delaware, as so amended. No amendment to or repeal of this
Article Nine 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 at the time of or prior to such amendment
or repeal. Any repeal or modification of this Article Nine shall not adversely
affect any right or protection of a director of the Corporation existing under
this Certificate of Incorporation.
ARTICLE TEN
Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
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 the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the 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
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creditors, and/or on all the stockholders or class of stockholders, of the
Corporation, as the case may be, and also on the Corporation.
ARTICLE ELEVEN
The name and mailing address of the incorporator are
Robert V. Bresnan, c/o Bresnan Communications, Inc., 709 Westchester Avenue,
White Plains, New York 10604-3023.
I, THE UNDERSIGNED, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do hereby make this
certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true and, accordingly, have hereunto set my hand
this 25th day of April, 1996.
/s/ Robert V. Bresnan
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Robert V. Bresnan
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