CERTIFICATE OF INCORPORATION
OF
FASCO CONSUMER PRODUCTS, INC.
FIRST: The name of the corporation (the "Corporation") is Fasco
Consumer Products, Inc.
SECOND: The registered office of the Corporation in Delaware is The
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: The total number of shares which the Corporation shall have
authority to issue is 10,000, all of which are to be common stock with a par
value of $1.00 each.
FIFTH: The name and mailing address of the incorporator is Ella H.
Weber, 33 Riverside Avenue, Westport, Connecticut 06880.
SIXTH: In furtherance and not in limitation of the powers conferred by
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation is expressly authorized to adopt, amend or repeal the bylaws of
the Corporation in any manner not inconsistent with law or this Certificate of
Incorporation; provided, however, that the stockholders of the Corporation
entitled to vote shall retain the power to adopt additional bylaws and may alter
or repeal any bylaw of the Corporation whether adopted by them or otherwise.
SEVENTH: The books and records of the Corporation may be kept, subject
to any provision of the laws of the State of Delaware, outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors of the Corporation or in the bylaws of the Corporation.
Elections of directors need not be by written ballot unless the bylaws of the
Corporation so provide.
EIGHTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing, a director shall be
liable to the extent provided by applicable law (i) for 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) for any matter in respect of which such director shall
be liable under Section 174 of Title 8 of the
Delaware Code or any amendment or successor provision thereto, or (iv) for any
transaction from which such director derived an improper personal benefit.
Neither the amendment nor repeal of this Article, nor the adoption of any
provision of the Certificate of Incorporation of the Corporation inconsistent
with this Article shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation or any
amendment hereof in the manner now or hereafter prescribed by law, and all
rights of the stockholders are subject to this reservation.
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, makes this Certificate, hereby declaring and certifying
that this is her act and deed and the facts herein stated are true, and
accordingly, has hereunto set her hand this 24th day of June, 1992.
/s/ Ella H. Weber
----------------------------
Ella H. Weber
Sole Incorporator
State of DELAWARE/Domestic for Profit CORP.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FASCO CONSUMER PRODUCTS, 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 unanimous written
consent filed with the minutes of the Board, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation;
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FIRST"
so that, as amended, said Article shall be and read as follows:
"FIRST. The name of the corporation ("the
Corporation") is PATTON BUILDING PRODUCTS, INC."
SECOND: That in lieu of a meeting and vote of stockholders, the holders of all
of the outstanding stock of the corporation have given written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said FASCO CONSUMER PRODUCTS, INC., has caused this
certificate to be signed by Thomas K. Manning, President of the corporation,
this 19 of December, 1997.
FASCO CONSUMER PRODUCTS, INC.
By: /s/ Thomas K. Manning
--------------------------------
Thomas K. Manning, President
State of Missouri )
) ss.
County of Jackson
------------- )
Be it remembered that before me, a Notary Public in and for the
aforesaid county and state, personally appeared Thomas K. Manning, President of
the corporation named in this document, who is known to me to be the same person
who executed the foregoing certificate and duly acknowledged its execution of
the same this 19 day of December 1997.
(Seal)
/s/ Jennifer S. Jackson
---------------------------
Notary Public
My appointment or commission expires
March 4, 2000.