Document G5oMVjBRo0vrkp5wYDr7da41n

State ofDdaivare Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE. DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "GEORGIA-PACIFIC CHEMICALS. INC.". FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF APRIL. A.D. 1984, AT 10 O'CLOCK A.M. 2033069 8100 950180017 Edward J. Freet, Secretary of State AUTHENTICATION: DATE: 7603249 08-10-95 (07oo 10 ft CERTIFICATE OF INCORPORATION -OP- GEORClA-PACIFIC CHEMICALS, INC. FILED | APR 16 2999 lOAijrt ucana > aa ARTICLE I Name The name of the corporation is GEORGIA-PACIPIC CHEMICALS, INC. ARTICLE II Registered Office and Agent The address of the corporation's registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of tne corporation's registered agent at such address is The Corporation Trust Company. ARTICLE III Corporate Purpose 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 the State of Delaware. ARTICLE IV Stock The total number of shares of stock which the corporation shall have authority to issue is fifty thousand (50,000) shares of common stock and the par value of each of such shares is One Hundred Dollars ($100), amounting in the aggregate to Five Million Dollars ($5,000,000). Each share of common stock shall have the same relative rights as, and be identical in all respects with, all the other shares of common stock. Shares of common stock shall be issued only as full paid and non-assessable shares. ARTICLE V Incorporators The name and mailing address of each incorporator is as follows: Diane Durgin 133 Peachtree Street, N.E. Atlanta, Georgia 30303 Marvin L. Waldrep 133 Peachtree Street, N.E. Atlanta, Georgia 30303 ARTICLE VI Directors The name and mailing address of each person, who is to serve as a direccor until the first annual meeting of the 2- -  , shareholders or until a successor is elected and qualified, is as' follows: J. Kermit Birchfield, Jr. 133 Peachtree Street, N.E. Atlanta, Georgia 30303 T. Marshall Hahn, Jr. 133 Peachtree Street, N.E. Atlanta, Georgia 30303 James C. Van Meter 133 Peachtree Street, N.E. Atlanta, Georgia 30303 ARTICLE VII Corporate Existence The corporation is to have perpetual existence. ARTICLE VIII Pre-Emptive Rights No holder of any shares of stock of the corporation shall have any pre-emptive or preferential right to purchase, subscribe for, or otherwise acquire any shares of stock of the corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing rights or options to purchase, subscribe for, or otherwise acquire such shares. ARTICLE IX Business and Affairs The business and affairs of the corporation shall be ^ managed by the board of directors and the directors need not be 3- - elected by ballot unless required by the by-laws of the corporation. ARTICLE X Powers of Board of Directors In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to adopt, amend or repeal the by-laws. ARTICLE XI Compromise or Arrangement Between Corporation and Its Creditors or Stockholders Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title li of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as 4- - ' 41 ,H - the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on the corporation. i# ARTICLE XII Reservation of Right to Amend Certificate of Incorporation The corporation reserves the right to amend, alter, change or repeal any provisions 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 Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that 5- - jt this is our act and deed and that the facts herein stated are true, and accordingly have hereunto set our hands this day of April, 1984. *1 Diane Durgin U/gfJ-y. - Marvin L. Waldrep7 6- - STATE OF GEORGIA COUNTY OF FULTON ) ss BE IT REMEMBERED, that On this day of April, 1904 personally came before me, a Notary Public for the State of Georgia, DIANE DURGIN and MARVIN L. WALDREP, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts stated therein are true. GIVEN under my hand and seal of office the day and year aforesaid. v 1 u KITTY S PINSON 1 Notary Public. Geo'gia. State at Large My Commission Expires Jan. 18. 1987 7- -