EX-3.10 9 a2114440zex-3_10.htm EX-3.10

Exhibit 3.10

 

CERTIFICATE OF INCORPORATION

 

OF

 

HEXCEL POTTSVILLE CORPORATION

 

FIRST:  The name of the Corporation is Hexcel Pottsville Corporation (hereinafter the “Corporation”).

 

SECOND:  The address of the registered office of the Corporation in the State of Delaware is c/o United Corporate Services, Inc., 15 East North Street in the City of Dover, County of Kent.  The name of its registered agent at that address is United Corporate Services, Inc.

 

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

 

FOURTH:  The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, all of which are to be shares of Common Stock, without par value.

 

FIFTH:  The name and mailing address of the Sole Incorporator is as follows:

 

Name

 

Mailing Address

 

 

 

Jill N. Simon-Reisman

 

c/o Kronish, Lieb, Weiner & Hellman LLP

 

 

1114 Avenue of the Americas

 

 

New York, New York 10036

 

SIXTH:  The Corporation shall to the fullest extent permitted by Section 145 of the GCL, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.  Directors of the Corporation shall have no personal liability for monetary damages for breach of a fiduciary duty, or failure to

 

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exercise any applicable standard of care, of a director to the fullest extent permitted by Section 102(b)(7) of the GCL.

 

SEVENTH:  Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctified by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

 

EIGHTH:  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 by law, and all rights and powers conferred upon stockholders, directors and officers are subject to this reservation.

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 15th day of November, 1995.

 

 

 

 

 

 

Jill Simon-Reisman

 

Sole Incorporator

 

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