Attached files
file | filename |
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S-1 - FORM S-1 - GLACIER WATER SERVICES INC | v59450sv1.htm |
EX-4.2 - REVOLVING NOTE - GLACIER WATER SERVICES INC | v59450exv4w2.htm |
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - GLACIER WATER SERVICES INC | v59450exv4w1.htm |
EX-4.3 - AMENDED AND RESTATED REVOLVING NOTE - GLACIER WATER SERVICES INC | v59450exv4w3.htm |
EX-4.4 - JUNIOR SUBORDINATED INDENTURE - GLACIER WATER SERVICES INC | v59450exv4w4.htm |
EX-3.2 - BYLAWS OF GLACIER WATER SERVICES, INC. - GLACIER WATER SERVICES INC | v59450exv3w2.htm |
EX-23.1 - CONSENT OF KPMG LLP - GLACIER WATER SERVICES INC | v59450exv23w1.htm |
EX-21.1 - LIST OF SUBSIDIARIES OF GLACIER WATER SERVICES, INC. - GLACIER WATER SERVICES INC | v59450exv21w1.htm |
EX-10.1 - 1994 STOCK COMPENSATION PLAN AND AMENDMENTS NO. 1-9 - GLACIER WATER SERVICES INC | v59450exv10w1.htm |
EX-10.2 - FORM OF INDEMNIFICATION AGREEMENT - GLACIER WATER SERVICES INC | v59450exv10w2.htm |
Exhibit 3.1 |
CERTIFICATE OF INCORPORATION
OF
GLACIER WATER SERVICES, INC.
OF
GLACIER WATER SERVICES, INC.
1. Name: The name of the corporation is Glacier Water Services, Inc. (hereinafter, the
Corporation).
2. Registered office: The address of the registered office of the Corporation in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the Corporations registered agent at that address is The Corporation
Trust Company.
3. Purpose: 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.
4. Corporation
Stock:
(a) The total number of shares of stock which the Corporation shall have authority to issue is
Ten Million One Hundred Thousand (10,100,000) shares, consisting of Ten Million (10,000,000) shares
of Common Stock, having a par value of $.01 per share, and One
Hundred Thousand (100,000) shares of
Preferred Stock, having a par value of $.01 per share.
(b) Holders
of shares of Common stock shall be entitled to one (1) vote for each share held of
record. Shares of the Common Stock shall have no preference over any other shares of capital stock
of the Corporation with respect to distribution of assets on dissolution or liquidation or with
respect to payment of dividends.
(c) Shares of the preferred stock of the Corporation may be issued from time to time in one or
more classes or series, each of which class or series shall have such distinctive designation or
title as shall be fixed by the Board of Directors of the Corporation (the Board of Directors)
prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall
have such voting powers, full or limited or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualification, limitations or restrictions
thereof, as shall be stated in such resolution or resolutions providing for the issue of such
class or series of Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of
any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with
the laws of the State of Delaware. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any class or series thereof, unless a vote of any such holders is
requited pursuant to the certificate or certificates establishing the class or series of Preferred
Stock.
(d) The shares of Common stock and Preferred Stock shall be issued only as fully paid and non-assessable
shares.
5. The name and mailing address of each incorporator is as follows:
NAME | MAILING ADDRESS | |
K. A. Widdoes
|
1209 Orange Street | |
Wilmington, Delaware 19801 | ||
L. J. Vitalo
|
1209 Orange Street | |
Wilmington, Delaware 19801 | ||
M. A. Brzoska
|
1209 Orange Street | |
Wilmington, Delaware 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.
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By a majority of the whole Board, 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 thereof present at any meeting and not disqualified
from voting, whether or not he or they 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 amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the Corporations property and assets,
recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the by-laws of the Corporation; and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a dividend or to authorize
the issuance of stock.
When and as authorized by the stockholders in accordance with law, to sell, lease or exchanges
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.
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws
may provide. The books of the Corporation may be kept outside the
State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in the by-laws of the
Corporation.
9. The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of
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Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
10. A
director of the 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 Section 174 of the Delaware General Corporation Law, or (iv) for any
transactions from which the director derived any improper personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purposes 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 19th day of
November, 1991.
/s/ K. A. Widdoes | ||||
K. A. Widdoes | ||||
/s/ L. J. Vitalo | ||||
L. J. Vitalo | ||||
/s/ M. A. Brzoska | ||||
M. A. Brzoska | ||||
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