1
EXHIBIT 3.2(i)
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 "WHC VININGS CORPORATION", FILED IN THIS OFFICE ON THE
THIRTEENTH DAY OF MAY, A.D. 1996, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
[SEAL] ---------------------------------------
Edward J. Freel, Secretary of State
2623198 8100 AUTHENTICATION: 7943954
960138373 DATE: 05-13-96
2
CERTIFICATE OF INCORPORATION
OF
WHC VININGS CORPORATION
ARTICLE 1. NAME
The name of the corporation is WHC Vinings Corporation.
ARTICLE 2. REGISTERED AGENT
The address of the corporation's registered office in the State of
Delaware is 1013 Centre Road, The City of Wilmington, The County of New Castle.
The name of the registered agent at that address is The Prentice-Hall
Corporation System, Inc.
ARTICLE 3. PURPOSE
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE 4. CAPITAL STOCK
The aggregate number of shares of stock that the corporation shall have
authority to issue is Ten Thousand (10,000) shares of Common Stock, of the par
value of $.01 per share.
ARTICLE 5. INCORPORATOR
The name and mailing address of the sole incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Clarence B. Brown III Locke Purnell Rain Harrell
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
3
ARTICLE 6. INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is two
(2); however, thereafter the number of directors constituting the Board of
Directors shall be fixed by or in accordance with the bylaws of the corporation.
The following persons shall serve as the directors of the corporation until
their successors are duly elected and qualified:
NAME ADDRESS
---- -------
James D. Carreker 2001 Bryan Street, Suite 2300
Dallas, Texas 75201
Anne L. Raymond 2001 Bryan Street, Suite 2300
Dallas, Texas 75201
ARTICLE 7. BYLAWS
The initial bylaws of the corporation shall be adopted by the Board of
Directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws,
subject to the right of the stockholders to adopt, amend or repeal the bylaws,
is vested in the Board of Directors.
ARTICLE 8. INDEMNIFICATION
To the fullest extent permitted by the General Corporation Law of Delaware,
as may be amended from time to time, the corporation shall indemnify any and all
of its directors, officers, agents and employees, or former directors, officers,
agents and employees, or any person who may have served at the corporation's
request as a director, officer, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise.
ARTICLE 9. DIRECTOR LIABILITY
To the fullest extent permitted by the General Corporation Law of Delaware,
as may be amended from time to time, a director or former 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. No
repeal, amendment, or modification of this Article, whether direct or indirect,
shall eliminate or reduce its effect with respect to any act or omission of a
director or former director of the corporation prior to such repeal, amendment,
or modification.
-2-
4
ARTICLE 10. AMENDMENTS
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.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of May, 1996.
/s/ CLARENCE B. BROWN III
-----------------------------------
Clarence B. Brown III, Incorporator
-3-