CERTIFICATE OF INCORPORATION
OF
BREMEN BEARINGS, INC.
ARTICLE I
NAME OF CORPORATION
The name of this corporation is:
Bremen Bearings, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the State
of Delaware is 9 East Loockerman Street, in the City of Dover, 19901, County of
Kent, and the name of its registered agent at that address is National Corporate
Research, Ltd.
ARTICLE III
PURPOSE
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The corporation shall be authorized to issue one class of stock to
be designated common stock; the total number of shares which the Corporation
shall have authority to issue is one thousand (1,000), and each such share shall
have a par value of one cent ($0.01).
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator of the corporation
is:
Michael S. Gostomski
c/o Roller Bearing Company of America, Inc.
60 Round Hill Road
Fairfield, Connecticut 06430
ARTICLE VI
BOARD POWER REGARDING BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the corporation.
ARTICLE VII
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
The corporation shall indemnify, in the manner and to the full
extent permitted by law, any person (or the estate of any person) who was or is
a party to, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether or not by or in the right of the
corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise. The corporation may, to the full extent permitted by
law, purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against him. To the full extent permitted by
law, the indemnification provided herein shall include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, and, in the
manner provided by law, any such expenses may be paid by the corporation in
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advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the person seeking indemnification to repay
such amounts if it is ultimately determined that he is not entitled to be
indemnified. The indemnification provided herein shall not be deemed to limit
the right of the corporation to indemnify any other person for any such expenses
to the full extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
A director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the corporation
existing hereunder with respect to any act or omission occurring prior such
repeal or modification.
ARTICLE IX
CORPORATE POWER
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does make and file this Certificate.
Dated: July ____, 1997
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Michael S. Gostomski, Incorporator
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