Exhibit
3.6.1
CERTIFICATE OF INCORPORATION
OF
TALECRIS PLASMA SERVICES, INC.
I, the undersigned, for the purposes of incorporating and organizing a corporation under
the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation
and do hereby certify as follows:
FIRST. The name of the corporation is TALECRIS PLASMA SERVICES, INC.
SECOND. The address of the corporation’s registered office in the State of Delaware is
2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name
of its registered agent at such address is Corporation Service Company.
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 the State of Delaware.
FOURTH. The total number of shares of stock which the corporation shall have authority to
issue is 3,000. All such shares are to be Common Stock, par value of $.01 per share, and are to be
of one class.
FIFTH. The incorporator of the corporation is Elaine Bryant,, whose mailing address is
Reed Smith LLP, 599 Lexington Avenue, New York, NY 10022.
SIXTH. Unless and except to the extent that the by-laws of the corporation shall so
require, the election of directors of the corporation need not be by written ballot.
SEVENTH. 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 to make, alter
and repeal the by-laws of the corporation.
EIGHTH. A director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent
such exemption from liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any right or protection
of a director of the corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, modification or repeal.
NINTH. The corporation reserves the right at any time, and from time to time, to amend,
alter, change or repeal any provision contained in this Certificate of 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 any nature conferred upon stockholders, directors or any other persons 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 article.
-1-
TENTH. The powers of the incorporator are to terminate upon the filing of this Certificate
of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address
of the persons who will serve as directors of the corporation until the first annual meeting of
stockholders of the corporation, or until their successors are duly elected and qualified,
are:
| |
|
|
| Director: |
|
Address: |
Alberto R. Martinez, MD
|
|
4101 Research Commons Suite 300
79 T.W. Alexander Drive
Research Triangle Park, NC 27709 |
|
|
|
Lawrence Stern
|
|
4101 Research Commons Suite 300
79 T.W. Alexander Drive
Research Triangle Park, NC 27709 |
|
|
|
Mary Kuhn
|
|
4101 Research Commons Suite 300
79 T.W. Alexander Drive
Research Triangle Park, NC 27709 |
The undersigned incorporator hereby acknowledges that the foregoing certificate of
incorporation is her act and deed on this the 22nd day of August, 2006.
| |
|
|
|
|
| |
|
|
| |
|
|
| |
Name: |
Elaine Bryant |
|
| |
Incorporator |
|
-2-