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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MSX INTERNATIONAL (HOLDINGS), INC.
The undersigned incorporator, for the purpose of incorporating or organizing a
corporation under the Delaware General Corporation Law (the "GCL"), certifies:
FIRST: The name of the corporation is MSX International (Holdings),
Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporate Trust Center, 1209 Orange Street, City
of Wilmington, County of New Castle. 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 GCL.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is One Thousand (1,000)
shares with a par value of $0.01 per share, all such shares shall be
one class and designated "Common Stock".
FIFTH: The name and mailing address of the incorporator are as
follows:
Name Mailing Address
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Katrina M. Kwan Morgan, Lewis & Bockius LLP
101 Park Avenue,
New York, New York 10178
SIXTH: Elections of directors need not be by 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 GCL) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors (the "Board") or in the By Laws.
SEVENTH: The Board is expressly authorized to adopt, amend or repeal
the By-Laws of the Corporation subject to the reserved power of the
stockholders to amend and repeal any By Laws adopted by the Board.
EIGHTH: No person who is or was a director of the Corporation shall be
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
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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 the GCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. No amendment to, repeal or adoption of any provision of this
Certificate inconsistent with this article shall apply to or have any
effect on the liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to
such amendment, repeal, or adoption of an inconsistent provision.
NINTH: Each person who at any time is or shall have been a director,
officer, employee or agent of the Corporation and is threatened to be
or is made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he 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,
trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
any such action, suit or proceeding to the fullest extent authorized
under Section 145 of the GCL. The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to
which such director, officer, employee or agent may be entitled under
any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
TENTH: The Corporation expressly elects not to be governed by Section
203 of the GCL.
IN WITNESS WHEREOF, I have signed this Certificate this 18th day of December,
1996.
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Katrina M. Kwan
Sole Incorporator