ARTICLES OF INCORPORATION
OF
SYRATECH SILVER SALES CORP.
----------
The undersigned, being an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Georgia Business
Corporation Code.
FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is SYRATECH SILVER SALES CORP.
SECOND: The number of shares which the corporation is authorized to issue
is five thousand, all of which are of a par value of one dollar each and are of
the same class and are to be Common shares.
THIRD: The street address and county of the initial registered office of
the corporation in the State of Georgia is 66 Luckie Street, Fulton County,
Atlanta, Georgia 30303.
The name of the initial registered agent of the corporation at the said
registered office is The Prentice-Hall Corporation System, Inc.
FOURTH: The name and the address of the incorporator are:
NAME ADDRESS
---- -------
Athena Togias 15 Columbus Circle
New York, NY 10023-7773
FIFTH: The mailing address of the initial principal office of the
corporation is: 175 McClellan Highway, East Boston, Massachusetts 02128-9114.
SIXTH: The purposes for which the corporation is organized, which shall
include the authority of the corporation is to engage in any lawful business.
SEVENTH: The corporation shall, to the fullest extent permitted by
the provisions of the Georgia Business Corporation Code, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
EIGHTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of the
Georgia Business Corporation Code, as the same may be amended and supplemented.
NINTH: Action required or permitted by the provisions of the Georgia
Business Corporation Code to be taken at a shareholders' meeting may be taken
without a meeting in accordance with the provisions of Section 14-2-704 of the
Georgia Business Corporation Code if the action is taken by persons who would be
entitled to vote at a meeting shares having voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups) of votes that
would be necessary to authorize or take the action at a meeting at which all
shareholders entitled to vote were present and voted.
TENTH: In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the corporation, the
Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests of the employees,
customers, suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent.
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ELEVENTH: The duration of the corporation shall be perpetual.
Signed on August 15, 1990.
/s/ Athena Togias
-----------------------------
Athena Togias, Incorporator
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ARTICLES OF INCORPORATION
OF
SYRATECH SILVER SALES CORP.
----------------
The undersigned, being an individual, does hereby act as incorporator in
adopting the following Articles of Incorporation for the purpose of organizing a
corporation for profit, pursuant to the provisions of the Georgia Business
Corporation Code.
FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is SYRATECH SILVER SALES CORP.
SECOND: The number of shares which the corporation is authorized to issue
is five thousand, all of which are of a par value of one dollar each and are of
the same class and are to be Common shares.
THIRD: The street address and county of the initial registered office of
the corporation in the State of Georgia is 66 Luckie Street, Fulton County,
Atlanta, Georgia 30303.
The name of the initial registered agent of the corporation at the said
registered office is The Prentice-Ha1l Corporation System, Inc.
FOURTH: The name and the address of the incorporator are:
NAME ADDRESS
---- -------
Charles A. Coyle 66 Luckie Street
Atlanta, GA 30303
FIFTH: The Mailing address of the initial principal office of the
corporation is: 175 McClellan Highway, East Boston, Massachusetts 02128-9114.
SIXTH: The purposes for which the corporation is organized, which shall
include the authority of the corporation is to engage in any lawful business.
SEVENTH: The corporation shall, to the fullest extent permitted by the
provisions of the Georgia Business Corporation Code, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested director, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
EIGHTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of the
Georgia Business Corporation Code, as the same may be amended and supplemented.
NINTH: Action required or permitted by the provisions of the Georgia
Business Corporation Code to be taken at a shareholders' meeting may be taken
without a meeting in accordance with the provisions of Section 14-2-704 of the
Georgia Business Corporation Code if the action is taken by persons who would be
entitled to vote at a meeting shares having voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups) of votes that
would be necessary to authorize or take the action at a meeting at which all
shareholders entitled to vote were present and voted.
TENTH: In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the corporation,
the Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
corporation or its shareholders, may consider the interests or the employees,
customers, suppliers, and creditors of the corporation and its subsidiaries, the
communities in which offices or other establishments of the corporation and its
subsidiaries are located, and all other factors such directors consider
pertinent.
-2-
ELEVENTH: The duration of the corporation shall be perpetual.
Signed on August 15, 1990.
/s/ Charles A. Coyle
----------------------------------
Charles A. Coyle -- Incorporator
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