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Exhibit 3.i
RESTATED
CERTIFICATE OF INCORPORATION
OF
EAGLE INDUSTRIES, INC.
Eagle Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as
follows:
1. (a) The present name of the Corporation is Eagle
Industries, Inc.
(b) The name under which the Corporation was
originally incorporated is Eagle American Industries, Inc. and
the date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was November
10, 1986.
2. This Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of
the Corporation to read as herein set forth in full:
FIRST: The name of the Corporation is Eagle Industries,
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. The name of its registered
agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purpose to be
conducted or promoted by 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.
FOURTH: The total number of shares of capital stock which
the Corporation shall have authority to issue is 80,000,000,
consisting of 75,000,000 shares of Common Stock with a par value
of $.01 per share and 5,000,000 shares of Preferred Stock with a
par value of $.01 per share.
The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the Preferred
Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series,
and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.
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The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
(a) The number of shares constituting that series and
distinctive designation of that series;
(b) The rate of dividend, if any, and whether (and if so,
on what terms and conditions) dividends shall be cumulative (and,
if so, whether unpaid dividends shall compound or accrue
interest) or shall be payable in preference or in any other
relation to the dividends payable on any other class or classes
of stock or any other series of the Preferred Stock;
(c) Whether that series shall have voting rights in
addition to the voting rights provided by law and, if so, the
terms and extent of such voting rights;
(d) Whether the shares shall be issued with the privilege
of conversion or exchange and, if so, the terms and conditions of
such conversion or exchange (including, without limitation, the
price or prices or the rate or rates of conversion or exchange or
any terms for adjustment thereof);
(e) Whether the shares may be redeemed and, if so, the
terms and conditions on which they may be redeemed (including,
without limitation, the dates upon or after which they may be
redeemed and the price or prices at which they may be redeemed,
which price or prices may be different in different circumstances
or at different redemption dates);
(f) The amounts, if any, payable upon the shares in the
event of voluntary liquidation, dissolution or winding up of the
Corporation in preference of shares of any other class or series
and whether the shares shall be entitled to participate generally
in distributions on the Common Stock under such circumstances;
(g) The amounts, if any, payable under the shares thereof
in the event of involuntary liquidation, dissolution or winding
up of the Corporation in preference of shares of any other class
or series and whether the shares shall be entitled to participate
generally in distributions on the Common Stock under such
circumstances;
(h) Sinking fund provisions, if any, for the redemption or
purchase of the shares (the term "sinking fund" being understood
to include any similar fund, however designated); and
(i) Any other relative rights, preferences, limitations and
powers of that series.
FIFTH: Advance notice of nominations for the election of
directors, other than nominations by the Board of Directors or a
committee thereof, shall be given to the Corporation in the
manner provided in the By-laws.
SIXTH: The Corporation is to have perpetual existence.
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SEVENTH: (1) Directors of the Corporation shall have no
personal liability to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of a 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 knowing
violations of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which a 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 by virtue of
this ARTICLE SEVENTH 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.
(2) The Corporation shall indemnify, in accordance with the
By-laws of the Corporation, to the fullest extent permitted from
time to time by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter
in effect, any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in
the right of the Corporation), by reason of his acting as a
director or officer of the Corporation (and the Corporation, in
the discretion of the Board of Directors, may so indemnify a
person by reason of the fact that he is or was an employee or
agent of the Corporation or is or was serving at the request of
the Corporation in any other capacity for or on behalf of the
Corporation) against any liability or expense actually and
reasonably incurred by such person in respect thereof; provided,
however, the Corporation shall be required to indemnify an
officer or director in connection with an action, suit or
proceeding (or part thereof) initiated by such person only if
such action, suit or proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation. Such
indemnification is not exclusive of any other right to
indemnification provided by law or otherwise. The right to
indemnification conferred by this Section (2) shall be deemed to
be a contract between the Corporation and each person referred to
herein.
(3) If a claim under Section (2) of this ARTICLE SEVENTH is
not paid in full by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where any undertaking required by the By-laws
of the Corporation has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the General Corporation Law of the State of
Delaware and Section 2 of this ARTICLE SEVENTH for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the General Corporation Law of State of
Delaware, nor an actual determination by the Corporation
(including its Board of
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Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(4) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this ARTICLE SEVENTH shall not be
exclusive of any other right which any person may have or
hereafter acquire under any stature, provision of this
Certificate of Incorporation, by-law, agreement, contract, vote
of stockholders or disinterested directors, or otherwise.
(5) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this ARTICLE SEVENTH, the General Corporation Law
of the State of Delaware, or otherwise.
(6) No amendment to or repeal of all or any part of this
ARTICLE SEVENTH shall adversely affect any right or protection
existing at the time of such repeal or amendment.
EIGHTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized to make, adopt, alter, amend or repeal the By-laws of
the Corporation.
NINTH: Meetings of the stockholders may be held at such
places, within or without the State of Delaware, as may be
designated by or in the manner provided in the By-laws. The
books of the Corporation may be kept (subject to the provisions
of any law or regulation) 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.
Elections of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.
TENTH: The Corporation hereby elects not to be governed
by Section 203 of the General Corporation Law of the State of
Delaware, from time to time in effect or any successor provision
thereto.
ELEVENTH: 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.
4. This Restated Certificate of Incorporation was duly
adopted by unanimous written consent of the stockholders of the
Corporation in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.
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IN WITNESS WHEREOF, Eagle Industries, Inc., a Delaware
corporation has caused this certificate to be signed by William
K. Hall, its President, Chief Executive Officer and Treasurer,
and attested by Susan Obuchowski, its Secretary, this 16th day of
July, 1992.
\s\ William K. Hall
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William K. Hall
President, Chief Executive Officer,
Chief Operating Officer and Treasurer
ATTEST:\s\ Susan Obuchowski
Susan Obuchowski
Secretary
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