STATEMENT OF INCORPORATOR
IN LIEU OF ORGANIZATIONAL
MEETING OF
THE VOYAGER GROUP, INC.
The Certificate of Incorporation of this corporation, having been filed in
the Office of the Secretary of State, the undersigned, being the sole
incorporator named in said certificate, does hereby state that the following
actions were taken on this day, for the purpose of organizing this corporation.
1. A copy of the Certificate of Incorporation filed in the Office of the
Secretary of State on January 5, 1995 and recorded in the Office of Recorder of
Deeds of the County of New Castle, was appended to this statement.
2. The principal office of the corporation in the State of Delaware was
fixed at Three Christina Centre, Suite 1414, 201 N. Walnut St., City of
Wilmington. The Incorporators Ltd. at that address is retained as registered
agent.
3. By-Laws for the regulation of the affairs of the corporation were
adopted by the undersigned incorporator and were ordered inserted in the minute
book immediately before this instrument.
4. The Board of Directors is authorized, in its discretion, to issue the
shares of the capital stock of this corporation to the full amount or number of
shares authorized by the Certificate of Incorporation, in such amounts and for
such consideration as from time to time shall be determined by the Board of
Directors and as may be permitted by law.
5. The corporation is authorized and empowered to conduct any and all
business of the corporation without a seal of the corporation as permitted by
Section 2 of the By-Laws and 2 Delaware Code Section 122 (3).
<PAGE>
6. The following persons are elected as directors to hold office until the
first annual meeting of the stockholders or until a qualified successor is
elected and qualified.
Thaisa Branco
I hereby resign as incorporator after executing the foregoing statement.
Dated: January 5, 1995
/s/ Patricia L. Ryan
Incorporator
The following are appended to this statement:
Copy of Stamp Filed Certificate of Incorporation
By-Laws
<PAGE>
CERTIFICATE OF INCORPORATION
OF
THE VOYAGER GROUP, INC.
FIRST: The name of the corporation is THE VOYAGER GROUP, INC.
SECOND: The address of its registered office in the State of Delaware is Three
Christina Centre, Suite 1414, 201 N, Walnut St., City of Wilmington, County of
New Castle, 19801-3978 its registered agent at such address is The Incorporators
Ltd.
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
Delaware.
FOURTH: The corporation shall have the authority to issue one thousand shares of
common stock without par value.
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or repeal
the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep the books
and documents of the corporation outside the State of Delaware, at such places
from time to time desipated by the By-Laws, except as otherwise required by the
Laws of Delaware.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Patricia L. Ryan,
Three Christina Centre, Suite 1414, 201 N. Walnut St., Wilmington, DE
19201-3978.
NINTH: The number of directors of the corporation shall be flxed from time to
time by its ByLaws and may be increased or decreased.
TENTH: The Board of' Directors is expressly authorized and shall have such
authority as set forth in the By-Laws to the extent such authority would be
valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or loyalty
to the corporation or its stockholders, (b) for acts or omissions not in
goodfaith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the Delaware Corportion Law, or (d) for any transaction
from which the director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant
to the laws of the State of Delaware, does make this Certificate, hereby
declaring and certifying that the facts herein stated are true.
January 5, 1995
BY: /s/ Patricia L. Ryan
--------------------
<PAGE>
CERTIFICATION
I, PATRICIA L. RYAN, Notary Public for the State of Delaware and County of
New Castle, do hereby certify that the above and foregoing is a true and correct
copy of the original Certificate of Incorporation of THE VOYAGER GROUP, INC. as
received and filed in the Office of the Secretary of State, the 5th day of
January in the year of our Lord, one thousand nine hundred ninety-five, at 9:00
A.M.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
12th day of January in the year of our Lord, one thousand nine hundred
ninety-five.
/s/ Patricia L. Ryan
___________________
