CERTIFICATE OF INCORPORATION
OF
IRON MOUNTAIN RECORDS MANAGEMENT OF MARYLAND, INC.
FIRST: The name of the Corporation is Iron Mountain Records Management of
Maryland, Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business and purposes to be conducted or promoted
by the Corporation are as follows:
To engage in any lawful business, act or activity for which corporations
may be organized under the General Corporation Law of the State of
Delaware; and to possess and exercise all the powers and privileges
granted by the General Corporation Law of the State of Delaware or by any
other law of the State of Delaware or by this Certificate of Incorporation
together with any powers incidental thereto.
FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is one thousand (1,000) shares of Common Stock
with par value $0.01 per share.
FIFTH: The name and mailing address of the sole incorporator is as
follows:
Name Mailing Address
Beth-Jean McCurdy Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
SIXTH: The name and mailing address of the person who is to serve as sole
director until the first meeting of stockholders, or until his successor is
elected and qualified, which ever first occurs, are as follows:
Name Mailing Address
C. Richard Reese 745 Atlantic Avenue, Boston, MA 02111
Certificate of Incorporation of
Iron Mountian Records Management of Maryland, Inc.
Page 2
SEVENTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of its directors and stockholders, it is further provided:
1. The number of directors of the Corporation shall be as prescribed in
the By-laws of the Corporation but such number may from time to time
be increased or decreased in such manner as may be prescribed by the
By-laws.
2. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered:
(a) Subject to the applicable provisions of the By-laws then in
effect, to determine, from time to time, whether and to what
extent and at what times and places and under what conditions
and regulations the accounts and books of the Corporation, or
any of them, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to
inspect any account or document of the Corporation, except as
conferred by the laws of the State of Delaware, unless and
until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(b) Without the assent or vote of the stockholders to authorize
and issue obligations of the Corporation, secured or
unsecured, to include therein such provisions as to
redeemability, convertibility or otherwise, as the Board of
Directors, in its sole discretion, may determine, and to
authorize the mortgaging or pledging, as security therefor, of
any property of the Corporation, real or personal, including
after-acquired property.
(c) To establish a bonus, profit-sharing or other types of
incentive or compensation plans for the employees (including
officers and Directors) of the Corporation and to fix the
amount of profits to be distributed or shared and to determine
the persons to participate in any such plans and the amounts
their respective participants.
(d) To make, alter, amend or repeal the By-laws of the
Corporation.
(e) To determine for any purpose and in any manner not
inconsistent with the other provisions of this Certificate of
Incorporation the amount of the gross assets, of the
liabilities, of the net assets or of the net profits of the
Corporation as the same may exist or shall have existed at any
time or for any period or periods, and to create, increase,
abolish or reduce any reserve or reserves for accrued,
accruing or contingent liabilities or expenses, including
taxes and other charges.
Certificate of Incorporation of
Iron Mountian Records Management of Maryland, Inc.
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In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon it, the Board of Directors may 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 laws of the State of Delaware,
of the Certificate of Incorporation and of the By-laws of the Corporation.
3. Any Director or any officer elected or appointed by the stockholders
or by the Board of Directors may be removed at any time in such
manner as shall be provided in the By-laws of the Corporation.
4. In the absence of fraud, no contract or other transaction between
the Corporation and any other corporation, and no act of the
Corporation, shall in any way be affected or invalidated by the fact
that any of the Directors of the Corporation are pecuniarily or
otherwise interested in, or are directors or officer of, such other
corporation and, in the absence of fraud, any Director may be a
member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Corporation;
provided, in any case, that the fact that -------- he or such firm
is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority thereof; and any Director of the
Corporation who is also a director or officer of any such other
corporation, or who is also interested, may be counted in
determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize any such
contract, act or transaction and may vote thereat to authorize any
such contract, act or transaction, with like force and effect as if
he were not such director or officer of such corporation, or not so
interested.
5. Any contract, act or transaction of the Corporation or of the
Directors may be ratified by vote of a majority of the shares having
voting powers at any meeting of stockholders, or at any special
meeting called for such purpose, and such ratification shall, so far
as permitted by law and by this Certificate of Incorporation, be as
valid and as binding as though ratified by every stockholder of the
Corporation.
6. No Director of the Corporation shall be liable to any person on
account of any action undertaken by him as such director in reliance
in good faith upon the existence of any fact or circumstance
reported or certified to the Board of Directors by any officer of
the Corporation or by any independent auditor, engineer, or
consultant retained or employed as such by the Board of Directors.
7. Meetings of the stockholders may be held without the State of
Delaware, if the By-laws so provide. The books of the Corporation
may be kept (subject to any statutory provision) outside the State
of
Certificate of Incorporation of
Iron Mountian Records Management of Maryland, Inc.
Page 4
Delaware at such place or places as may be from time to time
designated by the Board of Directors or in the By-laws of the
Corporation. Elections of directors need not be by ballot unless
the By-laws shall otherwise provide.
EIGHTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that a director of the Corporation shall
be liable for (i) 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 knowing violation of law, (iii) under section 174 of
Title 8 of the Delaware Code relating to the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is hereafter amended to permit further limitation on or elimination of
the personal liability of the Corporation's directors for breach of fiduciary
duty, then a director of the Corporation shall be exempt from such liability for
any such breach to the full extent permitted by the General Corporation Law of
the State of Delaware as so amended from time to time. Any repeal or
modification of the foregoing provisions of this Article, or the adoption of any
provision inconsistent herewith, shall not adversely affect any right or
protection of a director of the Corporation hereunder in respect of any act or
omission of such director occurring prior to such repeal, modification or
adoption of an inconsistent provision.
NINTH: The stockholders of the Corporation shall not be personally liable
for the payment of the Corporation's debts.
TENTH: Each person who is or was or had agreed to become a director or
officer of the Corporation or who is or was serving or who had agreed to serve
at the request of the Board of Directors or an officer of the Corporation as an
employee or agent of the Corporation or as a director, officer, partner, member,
trustee, administrator, employee or agent of another corporation, partnership,
joint venture, limited liability company, trust or other enterprise (including
without limitation any employee benefit plan or any trust associated therewith),
shall be indemnified by the Corporation to the full extent permitted from time
to time by the Delaware General Corporation Law or any other applicable laws as
presently or hereafter in effect. This Article shall inure to the benefit of
each such person and his or her heirs, executors, administrators and estate.
Without limiting the generality or the effect of the foregoing, the Corporation
may enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article. Neither
the amendment nor repeal of this Article nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article shall reduce,
eliminate or adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the effectiveness of such
amendment, repeal or adoption.
ELEVENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the
Certificate of Incorporation of
Iron Mountian Records Management of Maryland, Inc.
Page 5
laws of the State of Delaware at the time in force may be added or
inserted in the manner and at the time prescribed by said laws, and all rights
at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.
IN WITNESS WHEREOF, I have hereunto set my hand on September 12, 1996.
/s/ Beth-Jean McCurdy
Beth-Jean McCurdy
Sole Incorporator