EXHIBIT 3.31
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Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BMAC SERVICES CO., INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF NOVEMBER, A.D. 2000, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
[SEAL] -------------------------------------
Edward J. Freel, Secretary of State
3317602 8100 AUTHENTICATION: 0799423
001578314 DATE: 11-16-00
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/16/2000
001578314-3317602
CERTIFICATE OF INCORPORATION
OF
BMAC Services CO., Inc.
FIRST: The name of the corporation is BMAC Services Co. Inc, (the
"Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The name of its registered agent
at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted
are to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number or shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, par value $0.01 per
share.
Part 1. Voting Rights. Except as specifically required under the General
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Corporation Law of the State of Delaware, the holders of Common Stock will be
entitled to one vote per share and shall vote as one class on all matters to be
voted on by the Corporation's stockholders.
Part 2. Directors. The number of directors that shall constitute the Board
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of Directors shall be not less than three nor more than nine, which exact number
shall be established in the By-laws of the Corporation and shall initially be
three.
Part 3. Dividends. When and as dividends are declared thereon, the holders
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of Common Stock will be entitled to share equally, share for share, in such
dividends.
Part 4 Liquidation. The holders of Common Stock then outstanding shall be
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entitled to receive ratably all assets of the Corporation to be distributed upon
any liquidation, dissolution or winding up of the Corporation.
FIFTH: The name and mailing address of the incorporator is as follows:
Jason M. Alper
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, NY 10004
SIXTH: The following additional provisions are inserted for the management
of the business and for the conduct of the affairs of the Corporation, and for
the creation, definition, limitation and regulation of the powers of the
Corporation, the directors and the stockholders:
1. Election of directors need not be by written ballot. The Board of
Directors shall have power to make, alter, amend and repeal the By-Laws of the
Corporation and to fix the compensation of directors for services in any
capacity.
2. Any corporate action, with respect to which the vote of the stockholders
at a meeting thereof is required or permitted by any provision of the General
Corporation Law of the State of Delaware or of the Certificate of Incorporation
or the By-Laws of the Corporation, is authorized to be taken and may be taken
without that vote and meeting, and that vote and meeting may be dispensed with,
with the written consent of the holders of a majority (or, if with respect to a
particular corporate action where the General Corporation Law of the State of
Delaware or the Certificate of Incorporation or the By-Laws of the Corporation
specifies a greater percentage, by the holders of that greater percentage) of
the stock that would have been entitled to vote upon that action if a meeting
were held. Prompt notice shall be given to all stockholders of the taking of any
corporate action pursuant to the provisions of this paragraph 2 unless that
action has been consented to in writing by the holders of all of the stock that
would have been entitled to vote upon that action if a meeting were held.
3. A director of the Corporation shall not be personally 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 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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
SEVENTH: The Corporation shall indemnify 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 an action by or in the right of the Corporation, by
reason of the fact that he, or the person whose legal representative he is, (1)
is or was a stockholder, director, office, employee or agent of the Corporation
(including the incorporator thereof), or (2) 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, or (3) is or
was a director, officer or employee of the Corporation serving at the request of
the Corporation as a fiduciary of an employee benefit plan or trust maintained
for the benefit of employees of the Corporation or employees of any such other
enterprise, partnership, joint venture, trust, or other enterprise, against
judgments, fines, penalties, amounts paid in settlement, and expenses, including
attorneys' fees, actually and reasonably incurred by him and the person whose
legal representative he is, in connection with such action, suit or proceeding,
or any appeal therein, to the fullest extent permitted by law.
Expenses which may be indemnifiable under this Article SEVENTH in defending
an action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of
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such action, suit or proceeding as authorized by the Board of Directors upon
agreement by or on behalf of the stockholder, director, officer, employee or
agent, or his legal representative, to repay such amount if he is later found
not entitled to be indemnified by this Corporation as authorized in this Article
SEVENTH.
The Corporation shall not indemnify my stockholder, director, officer,
employee or agent against judgments, fines, amounts paid in settlement and
expenses, including attorneys' fees, to an extent greater than that authorized
by this Article SEVENTH, but the Corporation may procure insurance providing
greater indemnification and may share the premium cost with any stockholder,
director, officer, employee or agent on such basis as may be agreed upon.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator named above,
have hereunto set my hand and seal this 16th day of November, 2000.
/s/ Jason M. Alper
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Jason M. Alper
Incorporator
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