Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMERICAN COMMERCIAL LINES INC. | c61893e8vk.htm |
EX-3.2 - EX-3.2 - AMERICAN COMMERCIAL LINES INC. | c61893exv3w2.htm |
EX-99.2 - EX-99.2 - AMERICAN COMMERCIAL LINES INC. | c61893exv99w2.htm |
EX-99.1 - EX-99.1 - AMERICAN COMMERCIAL LINES INC. | c61893exv99w1.htm |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN COMMERCIAL LINES INC.
FIRST: The name of the Corporation is American Commercial Lines Inc.
SECOND: The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
The name of the Corporations registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for
which a corporation may now or hereafter be organized under the General Corporation Law of the
State of Delaware as set forth in Title 8 of the Delaware Code (the General Corporation Law).
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000), consisting of one thousand (1,000) shares of common
stock, $0.01 par value per share.
FIFTH: The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. The exact number of directors of the Corporation shall be
fixed by or in the manner provided in the Bylaws of the Corporation (the Bylaws).
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
(a) to adopt, repeal, rescind, alter or amend in any respect the Bylaws, and to
confer in the Bylaws powers and authorities upon the directors of the Corporation in
addition to the powers and authorities expressly conferred upon them by statute;
(b) from time to time to set apart out of any funds or assets of the Corporation
available for dividends an amount or amounts to be reserved as working capital or for any
other lawful purpose and to abolish any reserve so created and to determine whether any,
and, if any, what part, of the surplus of the Corporation or its net profits applicable
to dividends shall be declared in dividends and paid to its stockholders, and all rights
of the holders of stock of the Corporation in respect of dividends shall be subject to
the power of the Board of Directors so to do;
(c) subject to the laws of the State of Delaware, from time to time to sell, lease
or otherwise dispose of any part or parts of the properties of the Corporation and to
cease to conduct the business connected therewith or again to resume the same, as it may
deem best; and
(d) in addition to the powers and authorities hereinbefore and by the laws of the
State of Delaware conferred upon the Board of Directors, to execute all such powers and
to do all acts and things as may be exercised or done by the Corporation; subject,
nevertheless, to the express provisions of said laws, of the Certificate of Incorporation
of the Corporation and its Bylaws.
SEVENTH: Meetings of stockholders of the Corporation may be held within or without
the State of Delaware, as the Bylaws provide. The books of Corporation may be kept (subject to any
provision of applicable law) outside the State of Delaware at such place or places as may be
designated from time to time by the Board or in the Bylaws.
EIGHTH: The Corporation reserves the right to adopt, repeal, rescind, alter or amend
in any respect any provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by applicable law, and all rights conferred on stockholders herein are granted
subject to this reservation.
NINTH: The Corporation is to have perpetual existence.
TENTH: A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the directors 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 the Section 174 of the General Corporation Law, as the
same exists or hereafter may be amended, or (iv) for any transaction for which the director derived
an improper personal benefit. If the General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the liability of a director
of the Corporation, in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended General Corporation Law. No amendment to or
repeal of this Article Tenth 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 appeal.
ELEVENTH: The Corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the General Corporation Law, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said section from and against any
and all of the expenses, liabilities, or other matters referred to in or covered by said section,
and the indemnification provided for herein shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.