EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
Bear Island Finance Company II
FIRST: The name of the Corporation is Bear
Island Finance Company II (hereinafter the "Corporation").
SECOND: The address of the registered office
of the Corporation in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address
is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to
engage in any lawful act or activity for which a
corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in
Title 8 of the Delaware Code (the "GCL").
FOURTH: The total number of shares of stock
which the Corporation shall have authority to issue is
1,000 shares of Common Stock, each having a par value of
one penny ($ .01).
FIFTH: The name and mailing address of the
Sole Incorporator is as follows:
Name Address
Lynn Buckley P.O. Box 636
Wilmington, DE 19899
SIXTH: The following provisions are inserted
for the management of the business and the conduct of the
affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The business and affairs of the
Corporation shall be managed by or under the
direction of the Board of Directors.
(2) The directors shall have concurrent
power with the stockholders to make, alter,
amend, change, add to or repeal the By-Laws of
the Corporation.
(3) The number of directors of the
Corporation shall be as from time to time fixed
by, or in the manner provided in, the By-Laws
of the Corporation. Election of directors need
not be by written ballot unless the By-Laws so
provide.
(4) No director shall be personally
liable to the Corporation or any of 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)
pursuant to Section 174 of the GCL or (iv) for
any transaction from which the director derived
an improper personal benefit. Any repeal or
modification of this Article SIXTH 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 with
respect to acts or omissions occurring prior to
such repeal or modification.
(5) In addition to the powers and
authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby
empowered to exercise all such powers and do
all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless,
to the provisions of the GCL, this Certificate
of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that no
By-Laws hereafter adopted by the stockholders
shall invalidate any prior act of the directors
which would have been valid if such By-Laws had
not been adopted.
SEVENTH: Meetings of stockholders may be held
within or without the State of Delaware, as the By-Laws
may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) 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 By-Laws of the Corporation.
EIGHTH: 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.
I, THE UNDERSIGNED, being the Sole Incorporator
hereinbefore named, for the purpose of forming a
corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 20th day of
October, 1997.
/s/ Lynn Buckley
----------------
Lynn Buckley
Sole Incorporator