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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
NOVISTAR, INC.
1. The name of the corporation is NOVISTAR, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 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 purpose 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 Hundred Thousand (100,000) shares of common stock and
the par value of each of such shares is one penny ($0.01).
5. The name and mailing address of the incorporator is as follows:
Name Address
---- -------
Roland E. Sledge 1221 Lamar Street, Suite 1600
Houston, Texas 77010
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the corporation.
8. Elections of directors need not be by written ballot unless the bylaws
of the corporation shall so provide.
9. Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws 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 bylaws of the corporation.
10. 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.
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11. No director of the corporation shall be liable to the corporation or
its stockholders 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 (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders; (ii) for acts or omissions not in good faith or which
involve international misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit.
The undersigned, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly has
hereunto set his hand this 24th day of April, 1998.
/s/ ROLAND E. SLEDGE
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Roland E. Sledge
2
