ARTICLES OF INCORPORATION
OF
LUMENX CORPORATION
The undersigned, desiring to form a corporation, for profit, under
Sections 1701.01 et seq. of the Ohio Revised Code, do hereby state the
following:
FIRST: The name of the corporation shall be LUMENX CORPORATION.
SECOND: The place in Ohio where its principal office is to be located
is Cleveland, Cuyahoga County, Ohio.
THIRD: The purpose(s) for which the corporation is formed is:
To engage in any lawful act or activity for which corporations
may be formed under this chapter.
FOURTH: The number of shares which the corporation is authorized to
have outstanding is: One Thousand (1,000) Common Stock without par value.
The amount of stated capital with which the corporation will
begin business is One Hundred Dollars ($100.00).
(See Attached for additional provisions)
IN WITNESS WHEREOF, we have hereunto subscribed our names, the 12th day
of March, 1993.
/s/ F.V. Villanueva, Incorporator
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/s/ K.A. Rake, Incorporator
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/s/ M.J. Janiszewski, Incorporator
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ATTACHMENT
FOR
LumenX Corporation
(An Ohio Corporation)
FIFTH: No stockholder of this corporation shall by reason of his holding shares
of any class have any preemptive or preferential right to purchase or subscribe
to any shares of any class of this corporation, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the board of directors, in its discretion from time to time may grant, and
at such price as the board of directors, in its discretion may fix; and the
board of directors may issue shares of any class of this corporation, or any
notes, debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing stockholders
of any class.
SIXTH: Indemnification of directors, officers and employees shall be as
follows:
1. The Corporation shall indemnify each person who is or was a director,
officer or employee of the corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he is serving or
served in any capacity at the request of the corporation, against any and all
liability and reasonable expense that may be incurred by him in connection with
or resulting from any claim, action, suit or proceeding (whether actual or
threatened, brought by or in the right of the corporation or such other
corporation, partnership, joint venture, trust or other enterprise, or
otherwise, civil, criminal, administrative, investigative, or in connection
with an appeal relating thereto), in which he may become involved, as a party
or otherwise, by reason of his being or having been a director, officer or
employee of the corporation or of such other corporation, partnership, joint
venture, trust or other enterprise or by reason of any past or future action
taken or not taken in his capacity as such director, officer or employee,
whether or not he continues to be such at the time such liability or expense
is incurred, provided that such person acted in good faith and in a manner
he reasonably believed to be in the best interests of the corporation or such
other corporation, partnership, joint venture, trust or other enterprise,
as the case may be, and, in addition, in any criminal action or proceedings,
had no reasonable cause to believe that his conduct was unlawful.
Notwithstanding the foregoing, there shall be no indemnification (a) as to
amounts paid or payable to the corporation or such other corporation,
partnership, joint venture, trust or other enterprise, as the case may be, for
or based upon the director, officer or employee having gained in fact any
personal profit or advantage to which he was not legally entitled: (b) as to
amounts paid or payable to the corporation for an accounting of profits in fact
made from the purchase or sale of
securities of the corporation within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any state statutory law; or (c) with respect to matters as to which
indemnification would be in contravention of the laws of the State of Indiana or
of the United States of America, whether as a matter of public policy or
pursuant to statutory provision.
2. Any such director, officer or employee who has been wholly
successful, on the merits or otherwise, with respect to any claim, action, suit
or proceeding of the character described herein shall be entitled to
indemnification as of right, except to the extent he has otherwise been
indemnified. Except as provided in the preceding sentence, any indemnification
hereunder shall be granted by the corporation, but only if (a) the Board of
Directors, acting by a quorum consisting of directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding, shall find that the directors, officer or employee has met the
applicable standards of conduct set forth in this Article SIX; or (b) outside
legal counsel engaged by the Corporation (who may be regular counsel of the
corporation) shall deliver to the corporation its written opinion that such
director, officer or employee has met such applicable standards, in an action
brought either by the corporation, or by the director, officer of employee
seeking indemnification, applying de novo such action, suit or proceeding, civil
or criminal, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or employee did not meet
the applicable standards of conduct set forth in this Article SIX.
3. As used in this Article SIX, the term "liability" shall mean amounts
paid in settlement or in satisfaction of judgments or finds or penalties, and
the term "expense" shall include, but shall not be limited to, attorneys' fees
and disbursements, incurred in connection with the claim action, suit or
proceeding. The corporation may advance expenses to, or where appropriate may at
its option and expense undertake the defense of, any such director, officer or
employee upon receipt of an undertaking by or on behalf of such person to repay
such expenses if it should ultimately be determined that the person is not
entitled to indemnification under this Article SIX.
4. The provisions of this Article SIX shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act occurring before or after the
adoption hereof. If several claims, issues or matters of action are involved,
any such director, officer or employee may be entitled to indemnification as to
some matters even though he is not so entitled as to others. The rights of
indemnification provided hereunder shall be in addition to any rights to which
any director, officer of employee concerned may otherwise be entitled by
contract or as a matter of law, and shall inure to the benefit of the heirs,
executors and administrators of any such director, officer of employee.
ORIGINAL APPOINTMENT OF STATUTORY AGENT
The undersigned being at least a majority of the incorporators of
LUMENX CORPORATION hereby appoint C T CORPORATION SYSTEM to be statutory agent
upon whom any process, notice or demand required or permitted by statute to be
served upon the corporation may be served. The complete address of the agent is:
815 Superior Avenue, N.E.
Cleveland, Ohio 44114
/s/ F.V. Villanueva, Incorporator
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/s/ K.A. Rake, Incorporator
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/s/ M.J. Janiszewski, Incorporator
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ACCEPTANCE OF APPOINTMENT
The undersigned, C T CORPORATION SYSTEM, named herein as the statutory
agent for LUMENX CORPORATION hereby acknowledges and accepts the appointment of
statutory agent for said corporation.
C T CORPORATION SYSTEM
By: /s/ R.S. Barba , Assistant Secretary
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