CERTIFICATE OF INCORPORATION
OF
FALK ASSOCIATES MANAGEMENT ENTERPRISES, INC.
1. The name of the corporation is Falk Associates Management Enterprises,
Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the city of
Wilmington, County of New Castle. The name of its registered agent at
such address is the Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is;
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of
Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1, 000); all of such shares shall
be without par value.
At all elections of directors of the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes
which (except for such provision as to cumulative voting) he would be
entitled to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to be elected by
him, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or
more of them as he may see fit.
The holders of stock shall, upon the issuance or sale of shares of
stock of any class (whether now or hereafter authorized) or any
securities convertible into such stock, have the right, during such
period of time and on such conditions as the Board of Directors shall
prescribe, to subscribe to and purchase such shares or securities in
proportion to their respective holdings of stock, at such price or
prices as the board of directors may from time to time fix and as may
be permitted by law.
5. The name and mailing address of each incorporator is as follows:
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Name Mailing Address
- ---- ---------------
Alan H. Pollack 111 E. Wacker Drive
Suite 2700
Chicago, IL 60601
6. The corporation is to have perpetual existence.
7. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.
Meetings of stockholders may be hold 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 statute) 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.
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of then, any court of
equitable jurisdiction within the State or Delaware may, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees under
the provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the
stockholder or in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, it sanctioned by the
court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of this corporation, as the case may be, and
also on this corporation.
8. 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.
9. A 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 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
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misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General corporation law, or (iv) for any transaction from which the
director derived any improper personal benefit.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and that facts herein stated are true, and
accordingly have hereunto set my hand this 5th day of February, 1992.
/s/ Alan H. Pollack
Alan H. Pollack
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