Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
JONES APPAREL GROUP HOLDINGS, INC.
FIRST: The name of the corporation is JONES APPAREL GROUP HOLDINGS,
INC.
SECOND: The address of its registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The name of its registered agent at such address is THE CORPORATION
TRUST COMPANY.
THIRD: The nature of the business or purpose to be conducted or
promoted is:
To engage in the maintenance and management of intangible assets and
investments and to collect and distribute the income therefrom.
FOURTH: The Corporation shall have authority to issue 1,000 shares of
common stock with a par value of $0 per share, amounting in the aggregate
to 0.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Mailing Address
Karen M. Wolcott 1735 Market Street
38th Floor
Philadelphia, PA 19103-7598
SIXTH: The confrontation is to have perpetual existence.
SEVENTH: The Board of Directors is expressly authorized to make, alter
or repeal the By-Laws of the Corporation.
EIGHTH: The number of directors constituting the initial Board of
Directors shall be one (1), which number may be increased or decreased
pursuant to the By-Laws of the Corporation, but shall never be less than
one. The names and addresses of the initial directors until the first
annual meeting or until his successors are duly chosen and qualified are as
follows:
Name Mailing Address
Ira Dansky 1411 Broadway - 37th Floor
New York, NY 10018
NINTH: No director of this Corporation shall be personally liable to
the Corporation or to its shareholders for monetary damages for breach of
fiduciary duty other than as expressly provided in Section 102(b)7 of Title
8 of the Delaware Code. It is the intention of this Article NINTH to limit
the liability of directors of this Corporation to the fullest extent
permitted by Section 102(b)7 of Title 8 or by any other present or future
provision of Delaware Law.
TENTH: The Corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by any present or future
provision of Delaware Law. The Corporation shall pay and advance expenses
to directors and officers for matters covered by indemnification to the
full extent permitted by such law, and may similarly pay and advance
expenses for employees and agents. This Article TENTH shall not exclude any
other indemnification or other rights to which any party may be entitled in
any manner.
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, does make this Certificate, hereby declaring and
certifying that this is her act and deed and the facts herein stated are
true, and accordingly, I have hereunto set my hand this 7th day of October,
1998.
/s/ Karen M. Wolcott
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COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OF PHILADELPHIA :
BE IT REMEMBERED that on this 7th day of October, 1998, personally
came before me, a Notary Public for the Commonwealth of Pennsylvania, Karen
M. Wolcott, the party to the foregoing Certificate of Incorporation, known
to me personally to be such, and acknowledged the said Certificate to be
his act and deed and that the facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ Rose A. Peach
--------------------------------
Notary Public
My Commission Expires:
January 23, 2003