EXHIBIT 3.4(i)
CERTIFICATE OF INCORPORATION
OF
MONCHEM INTERNATIONAL, INC.
1. The name of the corporation is MONCHEM INTERNATIONAL, INC.
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. The nature of the business or purposes to be conducted or promoted
is:
The maintenance and management of intangible assets and/or
investments and collection and distribution of the income from such assets
and/or investments or any other purpose permitted under 30 Delaware Code
Section 1902(b)(8).
4. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) and the par value of each of
such shares is One Dollar and No Cents ($1.00), amounting in the aggregate
to One Thousand Dollars and No Cents ($1,000.00).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
D. J. Murphy 1209 Orange St., Wilmington, DE 19801
M. A. Brzoska 1209 Orange St., Wilmington, DE 19801
L. J. Vitalo 1209 Orange St., Wilmington, DE 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish
any such reserve in the manner in which it was created.
To designate one or more committees, each committee to consist of
one or more of the directors of the corporation. The board may designate one
or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. The by-laws may provide that in the absence
or disqualification of a member of a committee, the member or members
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, or in the by-laws of
the corporation, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it; but no such committee shall have the power
or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter
expressly required by the Delaware General Corporation Law to be submitted
to stockholders for approval or (ii) adopting, amending or repealing any
by-law of the corporation.
When and as authorized by the stockholders in accordance with law,
to sell, lease or exchange all or substantially all of the property and
assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration, which
may consist in whole or in part of money or property including shares of
stock in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best interests of
the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
9. 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.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this Certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 1st day of
April, 1997.
/s/ D. J. Murphy
-------------------------------
D. J. Murphy
/s/ M. A. Brzoska
-------------------------------
M. A. Brzoska
/s/ L. J. Vitalo
-------------------------------
L. J. Vitalo
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Monchem International, Inc., a company 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 Company adopted a resolution
proposing and declaring advisable the following amendment to the Certificate
of Incorporation of said Company:
RESOLVED, that the Certificate of Incorporation of the
Company be amended by changing the Article thereof
numbered "3" so that, as amended, said Article shall be
and read as follows:
"The nature and the business or purposes to be conducted
or promoted is:
To engage in any lawful act or activity for which
corporations may be organized under the General
Corporation Law of Delaware."
SECOND: That in lieu of a meeting and vote of stockholders, the
sole stockholder has 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 the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Monchem International, Inc. has caused this
certificate to be signed by R. L. Bishop, its President, this 18th day of
December, 1998.
MONCHEM INTERNATIONAL, INC.
By /s/ R. L. Bishop
----------------------------
R. L. Bishop
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