Exhibit 3.10

 

12/23/1996

 

CERTIFICATE OF INCORPORATION

OF

 

ER MARKS, INC.

 

 

FIRST.  The name of this corporation shall be:

 

ER MARKS, INC.

 

SECOND.  Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

 

THIRD.  The purpose or purposes of the corporation shall be:

 

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH.  The total number of shares of stock which this corporation is authorized to issue is:

 

One Thousand Five Hundred (1,500) shares without par value

 

FIFTH.  The name and address of the incorporator is as follows:

 

Sarah Bolden

Corporation Service Company

1013 Centre Road

Wilmington, DE 19805

 

SIXTH.  The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

 

 

SEVENTH.  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for 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) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this twenty-third day of December, A.D., 1996.

 

	Sarah Bolden
	Incorporator

 

 

ACTION OF SOLE INCORPORATOR

ER MARKS, INC.

 

 

The undersigned, without a meeting, being the sole incorporator of the Corporation, does hereby elect the persons listed below to serve as directors of the corporation until the first annual meeting of shareholders and until their successors are elected and qualify:

 

DOUGLAS BRIGGS
NEAL GRABELL

 

 

	Sarah Bolden
	Incorporator
Dated: December 23, 1996