EX-3.38 36 dex338.htm CERTIFICATE OF INCORPORATION OF HUGHES MANAGEMENT SERVICES, INC. Certificate of Incorporation of Hughes Management Services, Inc.

Exhibit 3.38

 

CERTIFICATE OF INCORPORATION

OF

HUGHES SUPPLY MANAGEMENT SERVICES, INC.

 

FIRST: The name of the corporation is Hughes Supply Management Services, Inc. (the “Corporation”).

 

SECOND: The registered office of the Corporation in the State of Delaware is located at 1201 Market Street, Suite 1700 Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Delaware Incorporators & Registration Services, Inc.

 

THIRD: The purpose of the 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.

 

FOURTH: The Corporation shall have authority to issue Three Thousand (3,000) shares of common stock with a par value of $1.00 per share.

 

FIFTH: The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by. law.

 

SIXTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their 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 General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal Delaware, or (iv) for any transaction from which the directors derived an improper personal

 

benefit. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

 

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in, or determined in accordance with, the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

 

EIGHTH: The directors of the Corporation shall have the power to make, alter or amend the bylaws.

 

NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

 

TENTH: The name and mailing address of the incorporator is Delaware Incorporators & Registration Service, Inc., 1201 Market Street, Suite 1700, Wilmington, Delaware 19801.

 

ELEVENTH: The powers of the Incorporator shall terminate upon the election of director’s.

 

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THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware does make, file and record this Certificate of Incorporation, and accordingly, has hereunto executed this Certificate of Incorporation this 9th day of June, 1998.

 

DELAWARE INCORPORATORS

& REGISTRATION SERVICE. INC.

By:  

/s/ Gordon W. Stewart

   

Gordon W. Stewart

   

President

 

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