CERTIFICATE OF INCORPORATION OF ORION ASIA PACIFIC CORPORATION
CERTIFICATE OF INCORPORATION
ORION ASIA PACIFIC CORPORATION
FIRST: The name of the Corporation is Orion Asia Pacific Corporation
(hereinafter called the "Corporation").
SECOND: The registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, County of New Castle. The name of the Corporation's registered agent at
said address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful
acts or activities for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation
shall have the authority to issue is One Thousand (1,000) shares of Common
Stock, all of one class, having a par value of $.01 per share.
FIFTH: The name and mailing address of the incorporator is C.
Elliott Bardsley, 1350 Piccard Drive, Rockville, MD 20850 (the "Incorporator").
SIXTH: The powers of the Incorporator shall terminate upon the
filing of this Certificate of Incorporation, and the following persons, having
the indicated mailing addresses, shall serve as the directors, of the
Corporation until the first annual meeting of the stockholders of the
Corporation or until successor or successors are elected and qualify:
Name Mailing Address
John G. Puente 1350 Piccard Drive
Rockville, Maryland 20850
Christopher J. Vizas, II 1835 K Street, N.W., Suite 201
Washington, DC 20006
C. Elliott Bardsley 1350 Piccard Drive
Rockville, Maryland 20850
SEVENTH: The number of directors of the Corporation shall be such
number as from time to time shall be fixed by, or in the manner provided in, the
by-laws of the Corporation. Unless and except to the extent that the by-laws of
the Corporation shall otherwise require, the election of directors of the
Corporation need not be by written ballot.
EIGHTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors of the Corporation
is expressly authorized and empowered to adopt, amend and repeal by-laws of the
NINTH: 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 nothing contained in this Article Ninth shall
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 intentional 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.
TENTH: The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provisions contained in this
Certificate or 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 law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever 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
IN WITNESS WHEREOF, the undersigned, being the Incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, hereby certifies that the
facts hereinabove stated are truly set forth, and accordingly I have hereunto
set my hand this ____ day of March, 1992.
/s/ C.Elliott Bardsley
C. Elliott Bardsley