Certificate of Incorporation - americangreetings.com inc.
CERTIFICATE OF INCORPORATION
OF
AMERICANGREETINGS.COM, INC.
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ARTICLE ONE
The name of the corporation (the "Corporation") is:
americangreetings.com, inc.
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805. The name of its registered agent at such address is Corporation Service
Company.
ARTICLE THREE
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 Delaware.
ARTICLE FOUR
The total number of shares which the Corporation shall have the
authority to issue is Ten Thousand (10,000) shares of Common Stock, par value
$.001 per share.
ARTICLE FIVE
The name and mailing address of the incorporator is as follows:
Name Mailing Address
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Maureen M. Spooner c/o americangreetings.com, inc.
One American Road
Cleveland, OH 44144-2398
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation (the "Board") is expressly
authorized to make, alter or repeal the By-Laws of the Corporation.
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ARTICLE SEVEN
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 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 EIGHT
To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter in effect,
no director of the Corporation shall be personally liable to the Corporation or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Corporation. Any amendment or repeal
of, or adoption of any provision inconsistent with, this ARTICLE EIGHT will not
adversely affect any right or protection existing hereunder, or arising out of
facts occurring, prior to such amendment, repeal or adoption and no such
amendment, repeal or adoption will affect the legality, validity or
enforceability of any contract entered into or right granted prior to the
effective date of such amendment, repeal or adoption.
ARTICLE NINE
Each person who is or was or had agreed to become a director or officer
of the Corporation and each such person who is or was serving or who had agreed
to serve at the request of the Board or an officer of the Corporation, as an
employee or agent of the Corporation or as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other entity,
whether for profit or not for profit (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Corporation
to the full extent permitted by the General Corporation Law of the State of
Delaware or any other applicable law as currently or hereafter in effect. The
right of indemnification provided in this ARTICLE NINE will not be exclusive of
any other rights to which any person seeking indemnification may otherwise be
entitled, including without limitation pursuant to any contract approved by a
majority of the Board (whether or not the directors approving such contract are
or are to be parties to such contract or similar contracts). Without limiting
the generality or the effect of the foregoing, the Corporation may adopt
By-Laws, or enter into one or more agreements with any person, which provide for
indemnification greater or different than that provided in this ARTICLE NINE or
the General Corporation Law of the State of Delaware. Any amendment or repeal
of, or adoption of any provision inconsistent with, this ARTICLE NINE will not
adversely affect any right or protection existing hereunder, or arising out of
facts occurring, prior to such amendment, repeal or adoption and no such
amendment, repeal or adoption will affect the legality, validity or
enforceability of any contract entered into or right granted prior to the
effective date of such amendment, repeal or adoption.
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ARTICLE TEN
Unless this Certificate of Incorporation is amended or repealed with
respect to this Article Ten or unless the By-Laws of the Corporation designate
otherwise, 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 at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by the General Corporation Law of the State of Delaware,
and all rights, preferences, and privileges of any nature conferred upon
stockholders, directors, or any other persons by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this ARTICLE ELEVEN.
I, the undersigned, being the sole incorporator named, for the purpose
of forming a Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do make this Certificate of Incorporation,
hereby declaring, certifying and acknowledging that this is my act and deed and
the facts stated herein are true, and accordingly have hereunto set my hand as
of June 25, 1999.
/s/ Maureen M. Spooner
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Maureen M. Spooner, Sole Incorporator
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