EX-3.10 2 a2203211zex-3_10.htm EX-3.10

Exhibit 3.10

 

PAGE 1

 

Delaware

 


 

The First State

 

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DARAMIC ASIA, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

 

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

 

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF OCTOBER, A D . 1994,  AT 4:30  O’CLOCK P.M.

 

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “POLYPORE ASIA, INC.” TO “DARAMIC ASIA, INC.”, FILED THE TWENTY-FIRST DAY OF NOVEMBER, A.D. 1994, AT 4:30 O’CLOCK P.M.

 

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “DARAMIC ASIA, INC.”.

 

 

 

/s/ Harriet Smith Windsor

 

Harriet Smith Windsor, Secretary of State

 

AUTHENTICATION: 6621586

 

DATE: 05-29-08

 

 

2447627   8100H    [SEAL]

 

080621907

 

You may verify this certificate online
at corp.delaware.gov/authver.shtml

 



 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PN 11/21/1994

944225154 - 2447627

 

CERTIFICATE OF AMENDMENT

 

TO CERTIFICATE OF INCORPORATION OF

 

POLYPORE ASIA, INC.

 

*   *   *   *   *   *   *   *

 

Adopted in accordance with the

provisions of §242 of the General

Corporation Law of the
State of Delaware

 

*   *   *   *   *   *   *   *

 

Jerry Zucker and James G. Boyd, being the President and Secretary, respectively, of Polypore Asia, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DO HEREBY CERTIFY as follows:

 

FIRST:  The Board of Directors of the Corporation adopted the resolution set forth below proposing the amendment to the Certificate of Incorporation (the “Amendment”) and directed that the Amendment be submitted to the sole holder of the issued and outstanding shares of Common Stock of the Corporation entitled to vote thereon for its consideration and approval:

 

RESOLVED, that the board of directors of the Corporation deem it advisable and in its best interest to amend its Certificate of Incorporation of the Corporation by deleting ARTICLE ONE in its entirety and inserting in its place a new ARTICLE ONE to read as follows:

 

ARTICLE ONE

 

The name of the corporation is Daramic Asia, Inc.

 

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SECOND:  The Amendment as duly adopted in accordance with §228 and §242 of the General Corporation Law of the State of Delaware by the sole holder of the issued and outstanding shares of the Common Stock of the Corporation entitled to vote thereon.

 

*   *   *   *   *   *   *  *   *

 

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IN WITNESS WHEREOF, the undersigned do hereby certify under penalties of perjury that this Certificate of Amendment is the act and deed of the undersigned and the facts stated herein are true and accordingly have hereunto set their hands this 18th day of November, 1994.

 

 

 

 

POLYPORE ASIA, INC.,

 

 

a Delaware corporation

 

 

 

 

 

 

 

 

By:

/s/ Jerry Zucker

 

 

 

Jerry Zucker, President

 

 

 

 

 

 

ATTEST:

 

 

 

 

 

 

 

 

By:

/s/ James G. Boyd

 

 

 

James G. Boyd, Secretary

 

 

 

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 10/26/1994

944205143 — 2447627

 

CERTIFICATE OF INCORPORATION

 

OF

 

POLYPORE ASIA, INC.

 

ARTICLE ONE

 

The name of the corporation is Polypore Asia, Inc.

 

ARTICLE TWO

 

The address of the corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent 19904.  The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

 

ARTICLE THREE

 

The nature of 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 the State of Delaware.

 

ARTICLE FOUR

 

The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, with a par value of one cent ($.01) per share.

 

ARTICLE FIVE

 

The name and Mailing address of the sole incorporator are as follows:

 

Name

 

Mailing Address

Marci Shaffer

 

200 East Randolph Drive

 

 

Suite 5700

 

 

Chicago, Illinois 60601

 

ARTICLE SIX

 

The corporation is to have perpetual existence.

 

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ARTICLE SEVEN

 

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

 

ARTICLE EIGHT

 

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation 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. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

 

ARTICLE NINE

 

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

 

ARTICLE TEN

 

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

 

ARTICLE ELEVEN

 

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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

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I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 26th day of October, 1994.

 

 

 

/s/ Marci Shaffer

 

Marci Shaffer, Sole Incorporator

 

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