CERTIFICATE OF INCORPORATION
OF
QUOIN CORPORATION
1. The name of the corporation is QUOIN CORPORATION (the
"Corporation").
2. The address of the Corporation's registered office in the state of
Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801.
3. The nature of the business or purpose to be conducted or promoted by
the Corporation 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.
4. (a) The aggregate number of shares of capital stock which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, with par value of One Dollar ($1.00) per share.
4. (b) Except as otherwise provided by the laws of the state of
Delaware, the holders of the common stock shall have and possess all rights
appertaining to capital stock of the corporation. No holder of shares of common
stock shall be entitled as a matter of right to subscribe for or purchase any
part of any new or additional issue of stock of any class whatsoever of the
corporation, or securities convertible into stock of any class whatsoever,
whether now or hereafter authorized or whether issued for cash or other
consideration or by way of dividends.
5. The name and address of the incorporator of the Corporation is:
Name Address
---- -------
Angela K. Knowlton 345 South High Street, Suite 200
P.O. Box 5004
Muncie, Indiana 47307-5004
6. The initial directors of the Corporation, who shall serve until
their successors are duly elected and qualified, shall be:
Name Address
---- -------
Monte L. Miller P.O. Box 50401
Henderson, Nevada 89016
Name Address
---- -------
Angela K. Knowlton 345 South High Street
Suite 200
Muncie, IN 47305
7. The Corporation is to have perpetual existence.
8. In furtherance and not in limitation of the powers conferred by
statute, a majority of the Boards of Directors is expressly authorized to make,
alter, or repeal the Bylaws of the Corporation.
9. Meetings of stockholders may be held within or without the state of
Delaware as the Bylaws provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes of the state of Delaware)
outside the state of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
Elections of directors need not be written ballot unless the Bylaws of the
Corporation shall so provide.
10. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, provided that this provision shall not eliminate or
limit the liability of a director to the extent provided by applicable law (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) pursuant to
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
11. The Corporation shall indemnify any and all of its directors or
officers, including former directors and officers and any employee who shall
serve as an officer or director of this Corporation or of any other corporation
at the request of this Corporation, to the fullest extent permitted in
accordance with the laws of the state of Delaware.
12. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in any
manner now or hereafter prescribed by statute and all rights conferred upon
stockholders herein are subject to this reservation.
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THE UNDERSIGNED, being the sole incorporator herein before named, for
the purpose of forming a corporation pursuant to the General Corporation Laws in
the state of Delaware, does not now make this certificate, hereby declaring and
certifying that this is her act and deed and the facts herein stated are true
and accordingly has hereunto set her hand this 20th day of December, 1996.
/s/ Angela K. Knowlton
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