STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 06:10 PM 08/14/1997
971273104 - 2779755
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
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Climbing Acquistion Company
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a corporation organized and existing under and by virtue of the Central
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Climbing Acquistion
Company
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resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "Article I" so that, as amended, said
Article shall be and read as follows:
The name of this Corporation is Climbing, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 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 Climbing Acquistion Company
has caused the certificate to be signed by
James J. Viera, its Vice President
and William R. Busch, Jr., its Secretary,
this 14th day of August, 1997.
By: /s/ JAMES J. VIERA
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Vice President
James J. Viera
Attest: /s/ WILLIAM R. BUSCH, JR.
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Secretary
William R. Busch, Jr.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:51 AM 07/30/1997
971253740 - 2779755
CERTIFICATE OF INCORPORATION
OF
CLIMBING ACQUISITION COMPANY
The undersigned incorporator, being a person 18 years of age or older, in
order to form a corporate entity under Delaware General Corporation Law, hereby
sets forth the following Certificate of Incorporation;
ARTICLE I
The name of this Corporation is Climbing Acquisition Company.
ARTICLE II
The address of the registered office of this Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, located in New Castle County.
The registered agent at that address is The Corporation Trust Company.
ARTICLE II
The purpose of this Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE lV
The total number of shares of stock which this Corporation has the
authority to issue is 10,000 shares, all of which shall be designated Common
Stock, with a par value of $.01 per share.
ARTICLE V
The name and mailing address of the incorporator of this Corporation is:
Barbara H. Brown
FAEGRE & BENSON LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
ARTICLE VI
Except as may otherwise be provided by law, the books of the Corporation
may be kept outside of the State of Delaware at such place or places as the
Board of Directors may designate.
ARTICLE VII
The following individual is hereby appointed as the first sole Director of
the Corporation, to serve until the first meeting of shareholders of the
Corporation and until his successor is duly elected and qualified:
James J. Viera
Elections of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, amend or repeal by-laws
of the Corporation, without any action on the part of the stockholders. The
by-laws made by the directors may be adopted, amended or repealed by the
stockholders. Any specific provision in the by-laws regarding amendment thereof
shall be controlling.
ARTICLE IX
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any 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) under
Section 174 of the General Corporation Law of Delaware or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of July,
1997.
/s/ BARBARA H. BROWN
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Barbara H. Brown, Incorporator
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