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Exhibit 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 05/17/1995
95010942? - 2506905
CERTIFICATE OF FORMATION OF
NORCROSS SAFETY PRODUCTS L.L.C.
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The undersigned, for the purpose of forming a limited liability
company pursuant to Section 18-201 of the Limited Liability Company Act of the
State of Delaware ("LLCA") and in accordance with Section 18-205 of the LLCA,
does hereby certify the following:
1. The name of the limited liability company (hereinafter called the
"Company") is Norcross Safety Products L.L.C.
2. The address of its registered office in the State of Delaware is
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.
3. Unless the Company shall have been sooner dissolved in accordance with
the provisions of the LLCA, the Company shall dissolve on December 31, 2035.
4. There shall be two classes of members of the Company, to be known as
Class A Members and Class B Members. The
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Class A Members shall be vested with exclusive and unrestricted voting rights;
each Class A Member shall be entitled to vote on all membership matters, except
for matters left to the vote of the Founding Members or Class B Members under
this Certificate or the Limited Liability Company Agreement, at every meeting of
the members, in the proportion that such Class A Member's shares of the current
profits of the Company bears to the aggregate of all Class A Members' shares of
the current profits of the Company. The Class B Members shall have no voting
rights, except as provided in the Limited Liability Company Agreement.
5. The initial members of the Company shall also be referred to as the
Founding Members. The Founding Members shall be designated in the Limited
Liability Company Agreement, shall all be Class A Members, and shall have
membership interests and other rights as set forth in the Limited Liability
Company Agreement.
6. The nature of the business and of the purposes to be conducted and
promoted by the Company is to conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which limited liability
companies may be organized under the LLCA. In furtherance of the foregoing, the
Company may develop, own and operate one or more
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businesses involving, among other things, the manufacture and marketing of a
broad line of hand-laid rubber, neoprene, injection molded waterproof protective
footwear designed to meet the safety and performance needs of the industrial
safety and agricultural/work markets. The Company shall not, however, engage in
any act or activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval first
having been obtained.
7. The Company shall be managed by managers, and not by the members. The
number and selection of the managers shall be in accordance with the Limited
Liability Company Agreement. Only the managers, acting individually or together,
and not the members, shall have the authority to bind the Company.
8. The Company shall indemnify, in accordance with the relevant
provisions of the Limited Liability Company Agreement, as amended from time to
time, all persons whom it is permitted to indemnify pursuant thereto.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of Norcross Safety Products L.L.C. this 17th day of May, 1995.
/s/ Roger Meltzer
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Roger Meltzer
Authorized Person
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 08/12/1998
981317587 - 2506905
AMENDED AND RESTATED CERTIFICATE OF FORMATION OF
NORCROSS SAFETY PRODUCTS L.L.C.
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The undersigned, for the purpose of amending and restating the
Certificate of Formation of Norcross Safety Products L.L.C., which original
certificate was filed with the Secretary of State on May 17th, 1995, hereby
files this Amended and Restated Certificate of Formation of Norcross Safety
Products L.L.C., pursuant to Section 18-208 of the Limited Liability Company Act
of the State of Delaware ("LLCA") and in accordance with Section 18-206 of the
LLCA, and does hereby certify the following:
1. The original name of the limited liability company (hereinafter
called the "Company") is Norcross Safety Products L.L.C.
2. The address of its registered office in the State of Delaware is
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.
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3. Unless the Company shall have been sooner delivered in accordance
with the provisions of the LLCA, the Company shall dissolve on December 31,
2035.
4. There shall be one class of members of the Company, to be known
as "Class A Members" or "Members." The Class A Members shall be vested with
exclusive and unrestricted voting rights; each Class A Member shall be entitled
to vote on all membership matters, at every meeting of the Members, in the
proportion that such Class A Member's share of the current profits of the
Company bears to the aggregate of all Class A Members' shares of the current
profits of the Company.
5. Members shall have such other rights as set forth in the Limited
Liability Company Agreement, as it may be amended from time to time.
6. The nature of the business and of the purposes to be conducted
and promoted by the Company is to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which limited
liability companies may be organized under the LLCA. In furtherance of the
foregoing, the Company may develop, own and operate one or more businesses
involving, among other things, the manufacture and marketing of a broad line of
personal protective footwear, clothing or equipment designed to meet the safety
and performance
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needs of the industrial safety and agricultural/work markets. The Company shall
not, however, engage in any act or activity requiring the consent or approval of
any state official, department, board, agency or other body without such consent
or approval first having been obtained.
7. The Company shall be managed by managers, and not by the Members.
The number and selection of the managers shall be in accordance with the Limited
Liability Company Agreement. Only the managers, acting individually or together,
and not the Members, shall have the authority to bind the Company.
8. The Company shall indemnify, in accordance with the relevant
provisions of the Limited Liability Company Agreement, as amended from time to
time, all persons whom it is permitted to indemnify pursuant thereto.
IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Certificate of Formation of Norcross Safety Products L.L.C. this 12th
day of August, 1998.
/s/ Edward Levy
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Edward Levy
Authorized Person