Attached files
file | filename |
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10-K - FORM 10-K - SPECTRUM GROUP INTERNATIONAL, INC. | v53801e10vk.htm |
EX-21 - EXHIBIT 21 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv21.htm |
EX-3.2 - EXHIBIT 3.2 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv3w2.htm |
EX-10.1 - EX-10.1 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv10w1.htm |
EX-31.2 - EXHIBIT 31.2 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv31w1.htm |
EX-10.5 - EX-10.5 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv10w5.htm |
EX-10.4 - EX-10.4 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv10w4.htm |
EX-10.7 - EX-10.7 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv10w7.htm |
EX-32.1 - EXHIBIT 32.1 - SPECTRUM GROUP INTERNATIONAL, INC. | v53801exv32w1.htm |
Exhibit 3.1
State of Delaware | ||||
Secretary of State | ||||
Division of Corporations | ||||
Delivered 11:08 AM 04/27/2009 | ||||
FILED 10:54 AM 04/27/2009 | ||||
SRV 090399030 4679585 FILE |
CERTIFICATE
OF INCORPORATION
OF
SPECTRUM GROUP INTERNATIONAL, INC.
1. The name of the Corporation is Spectrum Group International, Inc . (the
Corporation).
2. The address of the registered office of this Corporation in Delaware is
2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808
and the name of the registered agent of this Corporation at such address is
Corporation Service Company.
3. 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 the
State of Delaware (the Delaware General Corporation Law).
4. The total number of shares of stock which this Corporation is authorized
to issue is one (1) share of Common Stock, par value $.01 per share.
5. The name and mailing address of the Sole Incorporator are as follows:
Name | Mailing Address | |
Alex S . Kaufman | c/o Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 |
6. The personal liability of the Directors of this Corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of §102 of the Delaware General Corporation Law . If the Delaware
General Corporation Law is hereafter amended to authorize the further elimination
or limitation of the liability of a Director, then the liability of a Director of
the Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
7. This Corporation, to the fullest extent permitted by the provisions of
§145 of the Delaware General Corporation Law, as the same may be amended and
supplemented, shall indemnify each person who is or was an Officer or Director of
this Corporation and each person who serves or served as an Officer or Director of
any other corporation, partnership, joint venture, trust or other enterprise at the
request of this Corporation and may indemnify any and all other 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 By-law, 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 or Officer and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
8. Election of Directors of this Corporation need not be by written
ballot.
9. The Board of Directors of this Corporation shall have the power to adopt,
amend or repeal By-laws of this Corporation, subject to the power of the
stockholders of this Corporation to adopt By-laws and to amend or repeal By-laws
adopted by the Board of Directors.
Signed at New York, New York
on April 27, 2009.
on April 27, 2009.
/s/ Alex S. Kaufman | ||||
Alex S. Kaufman | ||||
Sole Incorporator | ||||