Exhibit 3.01
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "NSM STEEL (DELAWARE), INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIRST DAY OF JANUARY, A.D. 1998, AT 9 O'CLOCK A.M.
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Edward J. Freel, Secretary of State
2849230 8100 AUTHENTICATION: 8877498
981024504 DATE: 01-21-98
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/21/1998
981024504 2849230
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CERTIFICATE OF INCORPORATION
OF
NSM STEEL (DELAWARE), INC.
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, as from time to time amended, do
hereby certify as follows:
FIRST: The name of the Corporation is:
NSM Steel (Delaware), Inc.
SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, City of Wilmington, County of New
Castle. The name of its registered agent in the State of Delaware at such
address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, as from
time to time in effect.
FOURTH: The total authorized capital stock of the Corporation shall
be 10,000 shares of Common Stock, all of which are $1.00 par value.
FIFTH: The name and mailing address of the incorporator is as
follows:
Name Mailing Address
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Aron S. Izower 1155 Avenue of the Americas
New York, New York 10036
SIXTH: The business of the Corporation shall be managed under the
direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the Corporation shall be fixed from time to time by, or
in the manner provided in, the By-Laws. Election of Directors need not be by
written ballot unless the By-Laws of the Corporation shall so provide.
SEVENTH: The Board of Directors may make, alter or repeal the
By-Laws of the Corporation except as otherwise provided in the By-Laws adopted
by the Corporation's stockholders.
EIGHTH: The Directors of the Corporation shall be protected from
personal liability, through indemnification or otherwise, to the fullest extent
permitted under the General Corporation Law of the State of Delaware as from
time to time in effect.
1. A Director of the Corporation shall under no circumstances have
any personal liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director except for those breaches and
acts or omissions with respect to which the General Corporation Law of the State
of Delaware, as from time to time amended, expressly provides that this
provision shall not eliminate or limit such personal liability of Directors.
Neither the modification or repeal of this paragraph 1 of Article EIGHTH nor any
amendment to said General Corporation Law that does not have retroactive
application shall limit the right of
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Directors hereunder to exculpation from personal liability for any act or
omission occurring prior to such amendment, modification or repeal.
2. The Corporation shall indemnify each Director and Officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's By-Laws, and in furtherance hereof the
Board of Directors is expressly authorized to amend the Corporation's By-Laws
from time to time to give full effect hereto, notwithstanding possible self
interest of the Directors in the action being taken. Neither the modification or
repeal of this paragraph 2 of Article EIGHTH nor any amendment to the General
Corporation Law of the State of Delaware that does not have retroactive
application shall limit the right of Directors and Officers to indemnification
hereunder with respect to any act or omission occurring prior to such
modification, amendment or repeal.
NINTH: 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 upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
January, 1998.
/s/ Aron S. Izower
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Aron S. Izower
Incorporator
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STATEMENT OF ORGANIZATION BY INCORPORATOR
of
NSM STEEL (DELAWARE), INC.
The undersigned sole incorporator of NSM Steel (Delaware), Inc., a
Delaware corporation, pursuant to Section 108(c) of the General Corporation Law
of the State of Delaware, makes the following statement and takes the following
action to organize said corporation:
FIRST: The Certificate of Incorporation of NSM Steel (Delaware),
Inc. was filed with the Secretary of State of the State of Delaware on the 21st
day of January, 1998, and a certified copy was recorded in New Castle County on
the 21st day of January, 1998.
SECOND: The By-Laws annexed hereto are hereby adopted as the By-Laws
of the corporation.
THIRD: The number of directors of the corporation shall be two (2)
and the following named persons are hereby elected as the directors of the
corporation to hold office until the first annual meeting of stockholders or
until their successors are elected and qualify:
Sawasdi Horrungruang
John W. Schultes
IN WITNESS WHEREOF, I have signed this instrument at New York, New
York on the 25th day of February, 1998.
/s/ Aron S. Izower
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Aron S. Izower
Sole Incorporator
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