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Exhibit 3.1 (b)
CERTIFICATE OF INCORPORATION
OF
ABANCO INCORPORATED
UNDER
SECTION 402 OF THE BUSINESS CORPORATION LAW
The undersigned, being a natural person of at least 21 years of age
and acting as the Incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that:
FIRST: The name of the corporation is Abanco Incorporated.
SECOND: The purposes of the corporation are as follows:
To engage in and carry on the business of engraving, lithographing,
and printing banknotes, bonus, certificates of stock, municipal and other
securities, postage stamps and other evidences of value and of general
engraving, printing and lithographing; the manufacture of machinery in
connection with engraving and printing, either for its own use or for
sale, lease or other disposition; the manufacture, production, purchase
and sale of and the trafficking in, any and all kinds of papers and other
materials which may in any way be utilized in any business of the
corporation; to conduct the business of publishers, printers,
lithographers, electrotypers, stereotypers, engravers, die-sinkers,
stationery manufacturers, bookbinders and ticket and coupon manufacturers
and to transact any and all business which may be necessary or proper in
the exercise of any of the purposes of the corporation.
To engage in any manufacturing, mercantile or trading business,
domestic or foreign, of any kind or character whatever, and to do all
things incidental to such business.
To apply for, obtain, register, purchase, lease, license or
otherwise to acquire and to hold, use, own, operate and introduce, and to
sell, assign or otherwise to dispose of, any trademarks, trade names,
patents,
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inventions, improvements and processes used in connection with or secured
under letters patent of the United States or of other countries, or
otherwise, and to use, exercise, develop, grant licenses in respect of, or
otherwise, or otherwise turn to account any such trademarks, patents,
licenses, processes and the like, or any such property or rights.
To purchase or otherwise acquire and to hold, sell, assign or
otherwise dispose of the business, good-will, assets, franchises, rights
and properties of any individual, firm, partnership, association or
corporation, domestic or foreign; engaged in any manufacturing, mercantile
or trading business, domestic or foreign, of any kind or character
whatever, and to exercise all the rights, powers and privileges of
ownership thereof.
To invest in, purchase or otherwise acquire, and to hold, pledge,
mortgage, sell, assign or otherwise dispose of, the stocks, bonds,
debentures, notes or other securities of any individual, firm,
partnership, association or corporation, domestic or foreign, engaged in
any business of any kind of character whatever, and to exercise all the
rights, powers and privileges of ownership thereof.
To issue and to receive from others as consideration, and to
purchase and otherwise acquire, the stocks, bonds, securities and
obligations of this corporation, or of the vendors, lessors or other
parties, as the case may be, and to sell or otherwise dispose of the same,
all upon such terms, valuations and conditions as to the Board of
Directors may seem advisable.
To issue bonds, debentures or obligations of the corporation, from
time to time, for any of the objects or purposes thereof, and to secure
the same by mortgage or mortgagee, or deed or deeds of trust of pledge or
lien on any or all of the property, rights, privileges and franchisers of
the corporation, whosoever situated, acquired and to be acquired, and to
sell or otherwise dispose of any or all of the same, in such manner and
upon such terms as the Board of Directors may deem judicious
The foregoing clauses shall be construed both as objects and
purposes, and it is hereby provided that the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the
powers of this corporation.
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THIRD: The principal office of the corporation is located in the
County of New York, City and State of New York.
FOURTH: The total number of shares of capital stock which the
corporation shall have authority to issue is 100 shares of Common Stock, par
value $5.00 per share.
FIFTH: The Secretary of State of the State of New York is designated
as the agent of the corporation upon whom process against the corporation may be
served. The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is American Bank Note Company, 70 Broad Street, New York, New
York 10004.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: The corporation may establish and maintain offices, and
conduct its business or any portion thereof, and may own, hold, lease and
dispose of such lands and other property as the purposes of the corporation
shall require (subject to such limitations as may be prescribed by law), in
other States of the United States of America, and in the Territories and the
District of Columbia, and in any or all dependencies, colonies or possessions of
the United States of America, and in any or all foreign countries.
EIGHTH: Subject always to By-Laws made by the shareholders, the
Board of Directors shall have power to make, amend and repeal the By-Laws of the
corporation.
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The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate three or more directors to constitute an Executive
Committee, which Committee, to the extent provided in the By-Laws of the
corporation, shall have and may exercise all of the delegable powers of the
Board of Directors in the management of the business and affairs of the
corporation.
NINTH: The number of directors is to be not less than three (3) nor
more than nineteen (19).
TENTH: Except as may otherwise be specifically provided in this
certificate of incorporation, no provision of this certificate of incorporation
is intended by the corporation to be construed as limiting, prohibiting,
denying, or abrogating any of the general or specific powers or rights conferred
under the Business Corporation Law upon the corporation, upon its shareholders,
bondholders, security holders, directors, officers, or other personnel,
including, in particular, the power of the corporation to furnish
indemnification to directors and officers in the capacities defined and
prescribed by the Business Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred by the Business
Corporation Law.
Dated: December 22, 1972
/s/ George R. Mahoney, Jr.
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George R. Mahoney, Jr., Incorporator
Room 3222
One Battery Park Plaza
New York, New York 10004
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STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 22nd day of December, 1972, before me personally came GEORGE
R. MAHONEY, JR., to me known to me to be the person described in and who
executed the foregoing certificate, and he duly acknowledged to me that he
executed the same.
/s/ Paul S. Mazurkewitz
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Notary Public
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ABANCO INCORPORATED
(Under Section 805 of the Business Corporation Law)
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Pursuant to the provisions of Section 805 of the Business
Corporation Law, the undersigned, Eugene Jonas and Annabelle Model, being Vice
President and Secretary respectively, of Abanco Incorporated, hereby certify:
FIRST: The name of the corporation is Abanco Incorporated.
SECOND: That the Certificate of Incorporation of the Corporation was
filed by the Department of State of the State of New York on the 27th day of
December 1972.
THIRD: That the amendment of the Certificate of Incorporation
effected by this Certificate of Amendment is as follows:
Article FIRST of the Certificate of Incorporation relating to the
corporate name of Abanco Incorporated is hereby deleted and amended to read as
follows:
"FIRST": The name of the Corporation is American Bank Note Company."
FOURTH: That the foregoing amendment of the Certificate of
Incorporation was authorized by the vote of the holder of all the outstanding
shares at a meeting of such shareholder.
IN WITNESS WHEREOF, this Certificate of Amendment has been signed
this 8th day of February 1973.
/s/ Eugene Jones
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Eugene Jones, Vice President
/s/ Annabelle Model
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Annabelle Model, Secretary
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
EUGENE JONAS AND ANNABELLE MODEL, being duly sworn, depose and say
that they are the Vice President and Secretary, respectively, of Abanco
Incorporated, the corporation mentioned and described in the foregoing
instrument, that they have read and signed the same and that the statements
contained therein are true.
/s/ Eugene Jones
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Eugene Jonas, Vice President
/s/ Annabelle Model
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Annabelle Model, Secretary
Sworn to before me this 8th day of February, 1973.
/s/ Patrick D. Reddy
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Notary Public
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