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Exhibit 3(i)
C E R T I F I C A T E
O F
I N C O R P O R A T I O N
O F
QUAKER STATE CORPORATION
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C E R T I F I C A T E
O F
I N C O R P O R A T I O N
O F
QUAKER STATE CORPORATION
**********
FIRST. The name of the corporation is Quaker State
Corporation.
SECOND. Its registered office in the State of Delaware
is located at 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name and address of its registered
agent is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware.
THIRD. The nature of the business, or objects or
purposes to be transacted, promoted or carried on are:
To purchase, lease or otherwise acquire lands, or oil,
gas and mineral rights in land, for the purpose of producing and
to produce therefrom oil, gas, or other volatile or mineral
substances; to develop said lands by drilling oil and gas wells
thereon and by the installation of plants, machinery and
appliances for said purposes and to deal in, transport, store,
supply, market and sell oil, gas or volatile or mineral substances
for either light, heat or both or other purposes and for any or
all of said purposes to own, maintain and operate pipes, pipe
lines, tanks, and such other devices, property and appliances as
may be necessary and incidental thereto.
To produce or otherwise acquire, transport, store and
refine petroleum and manufacture, compound and deal in the refined
and semi-refined products of petroleum, and own and operate all
property, plants and refineries necessary and incidental thereto.
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To acquire by exchange or otherwise and subscribe for,
purchase, hold, own, assign, pledge and otherwise dispose of
shares of capital stock, bonds, mortgages, debentures, notes and
other securities, obligations, contracts and evidences of
indebtedness of corporations of this State, including this
corporation, or of any other State, Country, Nation or Government
and to issue, execute and deliver in exchange therefor its stocks,
bonds or other obligations and to exercise in respect of any such
shares of stock, bonds and other securities so held, owned or
possessed, any and all rights, powers and privileges of ownership.
To manufacture, purchase or otherwise acquire, own,
mortgage, pledge, sell, assign and transfer, or otherwise dispose
of, to invest, trade, deal in and deal with goods, wares and
merchandise and real and personal property of every class and
description.
To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or any part of the
obligations or liabilities of any person, firm, association or
corporation.
To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage, or otherwise dispose of letters
patent of the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements and processes,
copyrights, trademarks and trade names, relating to or useful in
connection with any business of this corporation.
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of shares of the capital
stock of, or any bonds, securities or evidences of indebtedness
created by any other corporation or corporations organized under
the laws of the this State or any other State, Country, Nation or
Government, and while the owner thereof to exercise all the
rights, powers and privileges of ownership.
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To enter into, make and perform contracts of every kind
and description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony
or dependency thereof.
To borrow or raise moneys for any of the purposes of
the corporation and, from time to time, without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge,
conveyance or assignment in trust of the whole or any part of the
property of the corporation, whether at the time owned or
thereafter acquired and to sell, pledge or otherwise dispose of
such bonds or other obligations of the corporation for its
corporate purposes.
To purchase, hold, sell and transfer the shares of its
own capital stock; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such use
would cause any impairment of its capital except as otherwise
permitted by law, and provided further that shares of its own
capital stock belonging to it shall not be voted upon directly or
indirectly.
To have one or more offices, to carry on all or any of
its operations and business and without restriction or limit as to
amount to purchase or otherwise acquire, hold, own, mortgage,
sell, convey, or otherwise dispose of real and personal property
of every class and description in any of the States, Districts,
Territories or Colonies of the United States, and in any and all
foreign countries, subject to the laws of such State, District,
Territory, Colony or Country.
In general, to carry on any other business in
connection with the foregoing, and to have and exercise all the
powers conferred by the laws of Delaware upon corporations formed
under the act hereinafter referred to, and to do any or all of the
things hereinbefore set forth to the same extent as natural
persons might or could do.
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The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in nowise
limited or restricted by reference to, or inference from, the
terms of any other clause in this certificate of incorporation,
but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects
and purposes.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Ninety-five Million
(95,000,000) shares of the par value of one dollar ($1.00) each.
FIFTH: Except as authorized by the Board of Directors
in its discretion, no stockholder of any class shall have any
preemptive or preferential right to purchase or subscribe for
either (i) any shares of the Corporation which the Corporation may
issue or sell, whether out of the number of shares authorized by
this Certificate of Incorporation or any amendment hereto or
whether out of shares of the Corporation acquired by the
Corporation after the issue thereof, or (ii) any obligation or
security of the Corporation which the Corporation may issue or
sell, that shall be convertible into, or exchangeable for, any
shares of the Corporation of any class, or (iii) any warrant or
option of the Corporation which the Corporation may issue or sell,
that confers upon the holder or owner thereof the right to
subscribe for or purchase from the Corporation any shares of the
Corporation of any class.
SIXTH. The amount of capital with which the
corporation will commence business is One Hundred Thousand Dollars
($100,000).
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SEVENTH. The names and places of residence of the
incorporators are as follows:
NAMES RESIDENCES
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C.S. Peabbles Wilmington, Delaware
H. H. Snow Wilmington, Delaware
L. H. Herman Wilmington, Delaware
EIGHTH. The corporation is to have perpetual
existence.
NINTH. The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent
whatsoever.
TENTH. In furtherance, and not in limitation of the
powers conferred by statute, the board of directors is expressly
authorized:
To make and alter the by-laws of the corporation.
To authorize and cause to be executed mortgages and
liens upon the real and personal property of the corporation.
To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper
purpose or to abolish any such reserve in the manner in which it
was created.
By resolution or resolutions, passed by a majority of
the whole Board to designate one or more committees, each
committee to consist of two or more of the directors of the
corporation, which, to the extent provided in said resolution or
resolutions or in the by-laws of the corporation, shall have and
may exercise the powers of the board of directors in the
management of the business and affairs of the corporation, and may
have power to authorize the
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seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be stated in the by-laws of the corporation or as may
be determined from time to time by resolution adopted by the board
of directors.
When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having
voting power given at a stockholders' meeting duly called for that
purpose, or when authorized by the written consent of the holders
of a majority of the voting stock issued and outstanding, the
board of directors shall have power and authority to sell, lease
or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may be in
whole or in part shares of stock in, and/or other securities of,
any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the
corporation.
The corporation may in its by-laws confer powers upon
its board of directors in addition to the foregoing, and in
addition to the powers and authorities expressly conferred upon it
by statute.
ELEVENTH. 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 stockholder thereof, or on the
application of any receiver or receivers appointed for this
corporation under the provisions of Section 3883 of the Revised
Code of 1915 of said State, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 43 of the General
Corporation Law of the State of Delaware, 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,
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and/or of the stockholder 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 consequence of such compromise
or arrangement, the said compromise or arrangement and 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.
TWELFTH. Both stockholders and directors shall have
power, if the by-laws so provide, to hold their meetings, and to
have one or more offices within or without the State of Delaware,
and to keep the books of this corporation (subject to the
provisions of the statutes), outside of the State of Delaware at
such places as may be from time to time designated by the board of
directors.
THIRTEENTH. 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.
FOURTEENTH. 1. The affirmative vote or consent of the
holders of ninety-five percent (95%) of all shares of stock of the
Corporation entitled to vote in elections of directors, considered
for the purposes of this Article FOURTEEN as one class, shall be
required for the adoption or authorization of a business
combination (as hereinafter defined) with any other entity (as
hereinafter defined) if, as of the record date for the
determination of stockholders entitled to notice thereof and to
vote thereon or consent thereto, such other entity is the
beneficial owner, directly or indirectly, of more than thirty
percent (30%) of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors considered
for the purposes of this Article FOURTEEN as one class; provided
that such ninety-five per cent (95%) voting requirement shall not
be applicable if:
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(a) The cash, or fair market value of other
consideration, to be received per share by capital
stockholders of the Corporation in such business
combination bears the same or a greater percentage
relationship to the market price of the Corporation's
Capital Stock immediately prior to the announcement of
such business combination as the highest per share price
(including brokerage commissions and/or soliciting
dealers fees) which such other entity has theretofore
paid for any of the shares of the Corporation's Capital
Stock already owned by it bears to the market price of
the Capital Stock of the Corporation immediately prior
to the commencement of acquisition of the Corporation's
Capital Stock by such other entity;
(b) The cash, or fair market value of other
consideration, to be received per share by capital
stockholders of the Corporation in such business
combination (i) is not less than the highest per share
price (including brokerage commissions and/or soliciting
dealers' fees) paid by such other entity in acquiring
any of its holdings of the Corporation's Capital Stock,
and (ii) is not less than the earnings per share of
Capital Stock of the Corporation for the four full
consecutive fiscal quarters immediately preceding the
record date for solicitation of votes on such business
combination, multiplied by the then price/earnings
multiple (if any) of such other entity as customarily
computed and reported in the financial community;
(c) After such other entity has acquired a thirty
per cent (30%) interest and prior to the consummation of
such business combination: (i) such other entity shall
have taken steps to ensure that the Corporation's Board
of Directors included at all times representation by
continuing director(s) (as hereinafter defined)
proportionate to the stockholdings of the Corporation's
public capital stockholders not affiliated with such
other entity (with a continuing director to occupy any
resulting fractional board position); (ii) there shall
have been no reduction in the rate of dividends payable
on the Corporation's Capital Stock except as necessary
to insure that a quarterly dividend payment does not
exceed 12.5% of the net income of the Corporation for
the four full consecutive fiscal quarters immediately
preceding the declaration date of such dividend, or
except as may have been approved by a unanimous vote of
the directors; (iii) such other entity shall not have
acquired any newly issued shares of stock, directly or
indirectly, from the Corporation (except upon conversion
of convertible securities acquired by it prior to
obtaining a thirty per cent (30%) interest or as a
result of a pro rata stock dividend or stock split); and
(iv) such other entity shall not have acquired any
additional shares of the Corporation's outstanding
Capital Stock or securities convertible into Capital
Stock except as a part of the transaction which results
in such other entity acquiring its thirty percent (30%)
interest;
(d) Such other entity shall not have (i) received
the benefit, directly or indirectly (except
proportionately as a stockholder) of any loans, advances,
guarantees, pledges or other financial assistance or tax
credits provided by the Corporation, or (ii) made any
major change in the Corporation's business or equity
capital structure without the unanimous approval of the
directors, in either case prior to the consummation of
such business combination; and
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(e) A proxy statement responsive to the
requirements of the Securities Exchange Act of 1934 shall
be mailed to public stockholders of the Corporation for
the purpose of soliciting stockholder approval of such
business combination and shall contain at the front
thereof, in a prominent place, any recommendations as to
the advisability (or inadvisability) of the business
combination which the continuing directors, or any of
them, may choose to state and, if deemed advisable by a
majority of the continuing directors, an opinion of a
reputable investment banking firm as to the fairness (or
not) of the terms of such business combination, from the
point of view of the remaining public stockholders of
the Corporation (such investment banking firm to be
selected by a majority of the continuing directors and
to be paid a reasonable fee for their services by the
Corporation upon receipt of such opinion).
The provisions of this Article FOURTEENTH shall also
apply to a business combination with any other entity which at any
time has been the beneficial owner, directly or indirectly, of
more than thirty percent (30%) of the outstanding shares of stock
of the Corporation entitled to vote in elections of directors
considered for the purposes of this Article FOURTEENTH as one
class, notwithstanding the fact that such other entity has reduced
its shareholdings below thirty percent (30%) if, as of the record
date for the determination of stockholders entitled to notice of
and to vote on or consent to the business combination, such other
entity is an "affiliate" of the Corporation (as hereinafter
defined).
2. As used in this Article FOURTEENTH, (a) the term
"other entity" shall include any corporation, person or other
entity and any other entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of stock of the
Corporation, or which is its "affiliate" or "associate" as those
terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect
on July 1, 1979, together with the successors and assigns of such
persons in any transaction or series of transactions not involving
a public offering of the Corporation's stock within the meaning of
the Securities Act of 1933; (b) another entity shall be deemed to
be the beneficial owner of any shares of stock of the Corporation
which the other entity (as defined above) has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or
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otherwise; (c) the outstanding shares of any class of stock
of the Corporation shall include shares deemed owned
through application of clause (b) above but shall not include
any other shares which may be issuable pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options, or otherwise; (d) the term "business combination" shall
include any merger or consolidation of the Corporation with or
into any other corporation, or the sale or lease of all or any
substantial part of the assets of the Corporation to, or any sale
or lease to the Corporation or any subsidiary thereof in exchange
for securities of the Corporation of any assets (except assets
having an aggregate fair market value of less than $5,000,000) of
any other entity; (e) the term "continuing director" shall mean a
person who was a member of the Board of Directors of the
Corporation elected by the public stockholders prior to the time
that such other entity acquired in excess of ten percent (10%) of
the stock of the Corporation entitled to vote in the election of
directors, or a person recommended to succeed a continuing
director by a majority of continuing directors; and (f) for the
purposes of subparagraphs 1(a) and (b) of this Article FOURTEENTH
the term "other consideration to be received" shall mean Capital
Stock of the Corporation retained by its existing public
stockholders in the event of a business combination with such
other entity in which the Corporation is the surviving
corporation.
3. A majority of the continuing directors shall have
the power and duty to determine for the purposes of this Article
FOURTEENTH on the basis of information known to them whether
(a) such other entity beneficially owns more than thirty percent
(30%) of the outstanding shares of stock of the Corporation
entitled to vote in election of directors, (b) an other entity is
an "affiliate" or "associate" (as defined above) of another,
(c) an other entity has an agreement, arrangement or understanding
with another, or (d) the assets being acquired by the Corporation,
or any subsidiary thereof, have an aggregate fair market value of
less than $5,000,000.
4. No amendment to the Certificate of Incorporation of
the Corporation shall amend, alter, change or repeal any of the
provisions of this Article FOURTEENTH, unless the amendment
effecting such amendment, alteration, change or repeal shall
receive the affirmative
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vote or consent of the holders of ninety-five percent
(95%) of all shares of stock of the Corporation entitled
to vote in election of directors, considered for the
purposes of this Article FOURTEENTH as one class; provided
that this paragraph 4 shall not apply to, and such ninety-five
percent (95%) vote or consent shall not be required for, any
amendment, alteration, change or repeal unanimously recommended to
the stockholders by the Board of Directors of the Corporation if
all of such directors are persons who would be eligible to serve
as "continuing directors" within the meaning of paragraph 2 of
this Article FOURTEENTH.
5. Nothing contained in this Article FOURTEENTH shall
be construed to relieve any other entity from any fiduciary
obligation imposed by law.
FIFTEENTH. 1. To the fullest extent that the law of
the State of Delaware, as the same exists or may hereafter be
amended, permits elimination of the personal liability of
directors, no director of this Corporation shall be personally
liable to this Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
2. The provisions of this Article FIFTEENTH shall be
deemed to be a contract with each director of this Corporation who
serves as such at any time while this Article FIFTEENTH is in
effect, and each such director shall be deemed to be serving as
such in reliance on the provisions of this Article FIFTEENTH. Any
amendment or repeal of this Article FIFTEENTH or adoption of any
By-Law of this Corporation or other provision of the Certificate
of Incorporation of this Corporation which has the effect of
increasing director liability shall operate prospectively only and
shall not affect any action taken, or any failure to act, by a
director of this Corporation prior to the effectiveness of such
amendment, repeal, By-Law or other provisions.
SIXTEENTH. 1. RIGHT TO INDEMNIFICATION. Except as
prohibited by law, every director and officer of the Corporation
shall be entitled as of right to be indemnified by the Corporation
against reasonable expenses and any liability paid or incurred by
such person in
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connection with any actual or threatened claim, action, suit
or proceeding, civil, criminal, administrative, investigative
or other, whether brought by or in the right of the Corporation
or otherwise, in which he or she may be involved, as a
party or otherwise, by reason of such person being or having been
a director or officer of the Corporation or by reason of the fact
that such person is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity (such claim, action,
suit or proceeding hereinafter being referred to as an "Action");
provided, however, that no such right to indemnification shall
exist with respect to an Action brought by an indemnitee (as
defined below) against the Corporation (an "Indemnitee Action")
except as provided in the last sentence of this Paragraph 1.
Persons who are not directors or officers of the Corporation may
be similarly indemnified in respect of service to the Corporation
or to another such entity at the request of the Corporation to the
extent the Board of Directors of the Corporation at any time
denominates any of such persons as entitled to the benefits of
this Article SIXTEENTH. As used in this Article SIXTEENTH,
"indemnitee" shall include each director and officer of the
Corporation and each other person denominated by the Board of
Directors of the Corporation as entitled to the benefits of this
Paragraph 1; "expenses" shall include fees and expenses of counsel
selected by an indemnitee and "liability" shall include amounts of
judgments, excise taxes, fines, penalties and amounts paid in
settlement. An indemnitee shall be entitled to be indemnified
pursuant to this Paragraph 1 against expenses incurred in
connection with an Indemnitee Action only if (i) the Indemnitee
Action is instituted under Paragraph 3 of this Article SIXTEENTH
and the indemnitee is successful in whole or in part in such
Indemnitee Action, (ii) the indemnitee is successful in whole or
in part in another Indemnitee Action for which expenses are
claimed or (iii) the indemnification for expenses is included in a
settlement of, or is awarded by a court in, such other Indemnitee
Action.
2. RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee
shall be entitled as of right to have the expenses of the
indemnitee in defending any Action or in bringing and pursuing any
Indemnitee Action under Paragraph 3 of this Article SIXTEENTH paid
in advance by the Corporation prior to final disposition of the
Action or Indemnitee Action provided that the
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Corporation receives a written undertaking by or on behalf of the
indemnitee to repay the amount advanced if it should ultimately be
determined that the indemnitee is not entitled to be indemnified
for the expenses.
3. RIGHT OF INDEMNITEE TO BRING ACTION. If a written
claim for indemnification under Paragraph 1 of this Article
SIXTEENTH or for advancement of expenses under Paragraph 2 of this
Article SIXTEENTH is not paid in full by the Corporation within
30 days after the claim has been received by the Corporation, the
Indemnitee may at any time thereafter bring an Indemnitee Action
to recover the unpaid amount of the claim and, if successful in
whole or in part, the indemnitee shall also be entitled to be paid
the expense of bringing and pursuing such Indemnitee Action. The
only defense to an Indemnitee Action to recover on a claim for
indemnification under Paragraph 1 of this Article SIXTEENTH shall
be that the conduct of the indemnitee was such that under Delaware
law the Corporation is prohibited from indemnifying the indemnitee
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 and stockholders) to have made a determination prior to
the commencement of such Indemnitee Action that indemnification of
the indemnitee is proper in the circumstances, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel or stockholders) that the
conduct of the indemnitee was such that indemnification is
prohibited by Delaware law, shall be a defense to such Indemnitee
Action or create a presumption that the conduct of the indemnitee
was such that indemnification is prohibited by Delaware law. The
only defense to an Indemnitee Action to recover on a claim for
advancement of expenses under Paragraph 2 of this Article
SIXTEENTH shall be failure by the indemnitee to provide the
undertaking required by Paragraph 2 of this Article SIXTEENTH.
4. FUNDING AND INSURANCE. The Corporation may create
a trust fund, grant a security interest, cause a letter of credit
to be issued or use other means (whether or not similar to the
foregoing) to ensure the payment of all sums required to be paid
by the Corporation to effect indemnification as provided in this
Article SIXTEENTH. The Corporation may purchase and
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maintain insurance to protect itself and any indemnitee against any
expenses or liability incurred by the indemnitee in connection
with any Action, whether or not the Corporation would have the
power to indemnify the indemnitee against the expenses or
liability by law or under the provisions of this Article
SIXTEENTH.
5. NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The
rights to indemnification and advancement of expenses provided for
in this Article SIXTEENTH shall (i) not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which
any indemnitee may be entitled under any agreement, provision in
the Certificate of Incorporation or By-laws of the Corporation,
vote of stockholders or disinterested directors or otherwise,
(ii) be deemed to create contractual rights in favor of each
indemnitee who serves the Corporation at any time while this
Section 5 is in effect (and each such indemnitee shall be deemed
to be so serving in reliance on the provisions of this Section 5),
(iii) continue as to each indemnitee who has ceased to have the
status pursuant to which the indemnitee was entitled or was
denominated as entitled to indemnification under this Article
SIXTEENTH and shall inure to the benefit of the heirs and legal
representatives of each indemnitee and (iv) be applicable to
Actions commenced after the effectiveness of this Article
SIXTEENTH, whether arising from acts or omissions occurring before
or after the effectiveness of this Article SIXTEENTH. Any
amendment or repeal of this Article SIXTEENTH or adoption of any
By-Law of this Corporation or other provision of the Certificate
of Incorporation of this Corporation which has the effect of
limiting in any way the rights to indemnification or advancement
of expenses provided for in this Article SIXTEENTH shall operate
prospectively only and shall not affect any action taken, or any
failure to act, by an indemnitee prior to the effectiveness of any
such amendment, repeal, By-law or other provision.
6. PARTIAL INDEMNITY. If an indemnitee is entitled
under any provision of this Article SIXTEENTH to indemnification
by the Corporation for some or a portion of the expenses or a
liability paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action or
Indemnitee Action but not, however, for the total amount thereof,
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the Corporation shall indemnify the indemnitee for the portion of
such expenses or liability to which the indemnitee is entitled.
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named for the purpose of forming a corporation to do
business both within and without the State of Delaware, and in
pursuance of the General Corporation Law of the State of Delaware,
being Chapter 65 of the Revised Code of Delaware, and the acts
amendatory thereof and supplemental thereto, do make this
certificate, hereby declaring and certifying that the facts herein
stated are true, and accordingly have hereunto set our hands and
seals this 23rd day of June, A.D. 1931.
In presence of
Harold E. Grantland C.S. Peabbles (Seal)
H.H. Snow (Seal)
L.H. Herman (Seal)
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STATE OF DELAWARE )
) SS
COUNTY OF NEW CASTLE )
BE IT REMEMBERED, that on this 23rd day of June, A.D.
1931, personally came before me, Harold E. Grantland, a Notary
Public for the State of Delaware, C.S. Peabbles, H.H. Snow, L.H.
Herman, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the
signers respectively and that the facts therein stated are truly
set forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
Harold E. Grantland
Notary Public
Harold E. Grantland
Notary Public
Appointed January 12, 1931
State of Delaware
Term Two Years
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