CERTIFICATE OF INCORPORATION
OF
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
FIRST: The name of the Corporation is Iron Mountain Records Management of
Ohio, 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 Mountain Records Management of Ohio, 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 Mountain Records Management of Ohio, Inc.
Page 3
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 Mountain Records Management of Ohio, 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 Mountain Records Management of Ohio, 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