CERTIFICATE OF INCORPORATION
OF
FINANCIAL ADVISORY MANAGEMENT ENTERPRISES, INC.
1. The name of the corporation is Financial Advisory 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 the incorporator is as follows:
Name Mailing Address
---- ---------------
Steven H. Lavin 111 E. Wacker Drive
Suite 2700
Chicago, IL 60601
6. The corporation is to have perpetual existence.
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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 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 statutes) 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 them, any court of equitable jurisdiction
within the State of 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 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 a consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the directors 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
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.
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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 the facts herein stated are true, and
accordingly have hereunto set my hand this 25th, day of March, 1992.
/s/ Steven H. Lavin
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Steven H. Lavin
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