CERTIFICATE OF INCORPORATION
of
MRL NuCor, Inc.
---------------------
FIRST, the name of the corporation is
MRL NuCor, Inc.
SECOND, the address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Registered Agent at such address is The Corporation Trust
Company.
THIRD, the purpose of the corporation is (i) to acquire, own, operate, maintain,
provide, furnish and generally deal in and with, in any lawful capacity,
pathology and clinical laboratories, pathology and clinical laboratory
facilities, services, techniques, establishments and equipment for the
observation, analysis and evaluation of materials, fluids, tissue and organisms
of every kind and description; (ii) to carry on any other business as may be
necessary, convenient, or desirable to accomplish the above purposes; and (iii)
generally to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.
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FOURTH, the total number of shares of all classes of stock which the corporation
shall have authority to issue is 3,000 shares which shall be Common Stock, all
of which shares shall be without par value, and each with a right to one vote.
FIFTH, the name and mailing address of the Incorporator are as follows:
Name Mailing Address
Bruce G. Goodman 80 Wilson Way
Westwood, Massachusetts 02090
SIXTH, (a) No director of the corporation shall have any personal liability to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (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 General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper personal
benefit.
(b) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such
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proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the corporation to
the fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expenses,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
pursuant to the Employee Retirement Income Security Act of 1974, as amended, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, the corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the corporation. The right to be
indemnified conferred in this Article 6 shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of Delaware requires,
the payment of such expenses incurred by the director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is to be rendered by such person while a director or officer,
including, without limitation, service to an employee benefit
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plan), in advance of the final disposition of a proceeding, shall be made only
upon delivery to the corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise. The corporation may, by action of its directors,
provide indemnification to employees and agents of the corporation with the same
scope and effect as the foregoing indemnification of directors and officers.
(c) The indemnification provided by this Article 6 shall not limit or
exclude any rights, indemnities or limitations of liability to which any person
may be entitled, whether as a matter of law, under the By-Laws of the
corporation, by agreement, vote of the stockholders or disinterested directors
of the corporation or otherwise.
(d) The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.
SEVENTH, any action required or permitted to be taken at any annual or special
meeting of stockholders of the corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the actions so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
are present and voted.
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THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does hereby make this Certificate, declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 5th day of October, 1994.
/s/ Bruce G. Goodman
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Bruce G. Goodman
80 Wilson Way
Westwood, Massachusetts 02090
COMMONWEALTH OF MASSACHUSETTS )
) ss
COUNTY OF NORFOLK )
BE IT REMEMBERED, that on this 5th day of October, 1994, personally
came before me, a Notary Public in and for the Commonwealth of Massachusetts and
the County of Norfolk, Bruce G. Goodman, the sole Incorporator named in the
foregoing Certificate of Incorporation, known to me personally to be such, and
he acknowledged the said Certificate to be his act and deed and that the facts
stated therein are truly set forth.
GIVEN under my hand seal of
office the day and year aforesaid.
/s/ Bruce G. Goodman
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
(Pursuant to Section 242)
*****
MRL NuCor, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: that the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of MRL NuCor, Inc. be
amended by changing the First Article thereof so that, as amended, said
Article shall be and read as follows;
"FIRST, the name of the corporation is Corning MRL, Inc."
IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Bruce G. Goodman, its Assistant Secretary, this 28th day of December,
1994.
MRL NUCOR, INC.
By:/s/ Bruce G. Goodman
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Its: Assistant Secretary
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