Exhibit 3.7
DELAWARE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "RA FACTORS, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2000,
AT 11:30 O'CLOCK A.M.
CERTIFICATE OF CONVERSION, CHANGING ITS NAME FROM "RA FACTORS, L.L.C." TO
"RA FACTORS, INC.", FILED THE SECOND DAY OF JANUARY, A.D. 2002, AT 11 O'CLOCK
A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATIONS ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
-------------------------
Harriet Smith Windsor, Secretary of State
CERTIFICATE OF FORMATION
OF
RA FACTORS, L.L.C.
This Certificate of Formation of RA Factors, L.L.C. (the "Company") dated
as of August 24, 2000 is being duly executed and filed by Sung Park as an
authorized person, to form a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C. Section 18-101, et seq.).
FIRST. The name of the limited liability company formed hereby is RA
Factors, L.L.C.
SECOND. The address of the registered office of the Company in the
State of Delaware is 300 Delaware Avenue, 9th Floor, DE-5403, Wilmington, New
Castle County, Delaware, 19801.
THIRD. The name and address of the registered agent for service of
process on the Company in the State of Delaware are Griffin Corporate Services,
Inc., 300 Delaware Avenue, 9th Floor, DE-5403, Wilmington, New Castle County,
Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
/s/ Sung S. Pak
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Sung S. Pak
Authorized Person
CERTIFICATE OF CONVERSON
FROM A LIMITED LIABILITY COMPANY TO
A CORPORATION PURSUANT TO SECTION 265
OF THE DELAWARE GENERAL CORPORATION LAW
1. The date on which the limited liability company was first formed is
August 24, 2000.
2. The name of the limited liability company immediately prior to filing
this Certificate is RA Factors, L.L.C.
3. The name of the corporation as set forth in the Certificate of
Incorporation filed in accordance with Section 265(b) is RA Factors, Inc.
4. The limited liability company herein being converted is duly organized
and existing under the laws of Delaware.
RA FACTORS, L.L.C.
By: /s/ Mark Little
---------------
Name: Mark Little
Title: President
Dated January 2, 2002
CERTIFICATE OF INCORPORATION
OF
RA FACTORS, INC.
FIRST: The name of the Corporation is RA Factors, Inc.
SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business of the Corporation and its purpose
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 stock which the Corporation
shall have authority to issue is 100 shares of Common Stock, par value $.01 per
share.
FIFTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders.
(a) The number of directors of the Corporation shall be fixed and may
be altered from time to time in the manner provided in the By-Laws, and
vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of directors may be
filed, and directors may be removed, as provided in the By-Laws.
(b) The election of directors may be conducted in any manner approved
by the stockholders at the time when the election is held and need not be
by written ballot.
(c) All corporate powers and authority of the Corporation (except as
at the time otherwise provided by law, by this Certificate of Incorporation
or by the By-Laws) shall be vested in and exercised by the Board of
Directors.
(d) The Board of Directors shall have the power without the assent or
vote of the stockholders to adopt, amend, alter or repeal the By-Laws of
the
Corporation, except to the extent that the By-Laws or this Certificate of
Incorporation otherwise provide.
(e) No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of his or her fiduciary
duty as a director, provided that nothing contained in this Article shall
eliminate or limit the liability of a director (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 the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from
which the director derived an improper personal benefit.
SIXTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the laws of the State of Delaware, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the undersigned this 2nd day of January, 2001.
RA FACTORS, INC.
By: /s/ Mark Little
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Name: Mark Little
Title: President