EX-3.(I)a
Certificate of Incorporation
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EXHIBIT 3.(I)a
CERTIFICATE OE INCORPORATION
OF
NETWORK VIDEO, INC.
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1. The name of the corporation is
NETWORK VIDEO, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 120 Orange Street, in the City of Wilmington, County
of New Castle, The name of its registered agent at such address is. The
Corporation Trust Company.
3. 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 Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) common shares; all of such shares
shall be without par value.
5A. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
K. L. Husfelt Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. K. Fraticelli Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
S. E. Zimmerman Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
5B. The name and mailing address of each person, who is to serve as a
director until the final annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:
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NAME MAILING ADDRESS
Frank Valencic 13477 Prospect Road
Strongsville, Ohio 44136
Robert Bunte 13477 Prospect Road
Strongsville, Ohio 44136
Lorna Benjamin 13477 Prospect Road
Strongsville, Ohio 44136
6. The corporation is to haves perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors in expressly authorized: To make, alter or repeal
the by-laws of the corporation. To authorize sad cause to be executed
mortgages and liens upon the real and personal property of the
corporation To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve is the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee, The by-laws may provide I that in the absence or disqualification
of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
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affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommencing to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation) and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the corpora-including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.
8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide. Meetings of stockholders may be held within
or without the state of Delaware, as the by-laws may provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
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.
9. 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 statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
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Corporation Law of the State of Delaware, do not make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 20th day of
August, 1984.
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K.L. Husfelt
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S.M. Fraticelli
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S.K. Zimmerman
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