CERTIFICATE OF INCORPORATION

                                       OF

                            CECO ENVIRONMENTAL CORP.

 

                               * * * * * * * * * *

 

                                        I

 

     The name of the corporation is CECO Environmental Corp.

 

                                       II

 

     The address of the corporation's registered office in the State of Delaware

is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,

County of New Castle and the name of its registered agent at such address is The

Corporation Trust Company.

 

                                       III

 

     The business or purposes to be conducted or promoted is to engage in any

lawful act or activity for which corporations may be organized under the

Delaware General Corporation Law (the "DGCL").

 

                                       IV

 

     The total number of shares of stock which the corporation shall have

authority to issue is One Hundred Million Ten Thousand (100,010,000). The total

number of shares of Common Stock which the Corporation shall have authority to

issue is One Hundred Million (100,000,000) shares with a par value of $.01 per

share. The total number of shares of Preferred Stock which the Corporation shall

have the authority to issue is Ten Thousand (10,000) shares, with a par value of

$.01 per share.

 

     The Board of Directors is authorized, subject to limitations prescribed by

law and the above provisions of this Article FOURTH, to provide for the issuance

of shares of Preferred Stock in series, and by filing a certificate pursuant to

the applicable law of the State of Delaware, to establish from time to time the

number of shares to be included in each such series, and to fix the designation,

powers, preferences and rights of the shares of each such series and the

qualifications, limitations or restrictions thereof.

 

     The authority of the board with respect to each series shall include, but

not be limited to, determination of the following:

 

          (a) The number of shares constituting that series and the distinctive

     designation of that series;

 

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          (b) The dividend rate on the shares of that series, whether dividends

     shall be cumulative, and, if so, from which date or dates, and the relative

     rights of priority, if any, of payment of dividends on shares of that

     series;

 

          (c) Whether that series shall have voting rights, in addition to the

     voting rights provided by law, and, if so, the terms of such voting rights;

 

          (d) Whether that series shall have conversion privileges, and, if so,

     the terms and conditions of such conversion, including provision for

     adjustment of the conversion rate in such events as the Board of Directors

     shall determine;

 

          (e) Whether or not the shares of that series shall be redeemable, and

     if so, the terms and conditions of such redemption, including the date or

     date upon or after which they shall be redeemable, and the amount per share

     payable in case of redemption, which amount may vary under different

     conditions and at different redemption dates;

 

          (f) Whether that series shall have a sinking fund for the redemption

     or purchase of shares of that series, and, if so, the terms and amount of

     such sinking fund;

 

          (g) The rights of the shares of that series in the event of voluntary

     or involuntary liquidation, dissolution or winding up of the corporation,

     and the relative rights of priority, if any, of payment of shares of that

     series; and

 

          (h) Any other relative rights, preferences and limitations of that

     series.

 

                                        V

 

     The  name and mailing address of the incorporator is as follows:

 

                 NAME                                 MAILING ADDRESS

                 ----                                 ---------------

 

        Cynthia M. Hendzel                   30 North LaSalle Street, Suite 2600

                                             Chicago, Illinois 60602

 

                                       VI

 

     The corporation is to have perpetual existence.

 

                                       VII

 

     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.

 

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                                      VIII

 

     Election of directors need not be by written ballot unless the bylaws of

the corporation shall so 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.

 

                                       IX

 

     A.   Indemnification of Officers and Directors: The Corporation shall:

          -----------------------------------------

 

          (a) indemnify, to the fullest extent permitted by the DGCL, any

     person who was or is a party or is threatened to be made a party to

     any threatened, pending or completed action, suit or proceeding,

     whether civil, criminal, administrative or investigative (other than

     an action by or in the right of the Corporation) by reason of the fact

     that such person is or was a director or an officer of the

     Corporation, or is or was serving at the request of the Corporation as

     a director, officer, employee or agent of another corporation,

     partnership, joint venture, trust or other enterprise, or, if such

     person has previously been designated for indemnification by the

     resolution of the Board of Directors, an officer, employee or agent of

     the Corporation, against expenses (including attorneys' fees),

     judgments, fines and amounts paid in settlement actually and

     reasonably incurred by such person in connection with such action,

     suit or proceeding if such person acted in good faith and in a manner

     such person reasonably believed to be in or not opposed to the best

     interest of the Corporation, and, with respect to any criminal action

     or proceeding, had no reasonable cause to believe such person's

     conduct was unlawful. The termination of any action, suit or

     proceeding by judgment, order, settlement, conviction or upon a plea

     of no lo contendere or its equivalent, shall not, of itself, create a

     presumption that the person did not act in good faith and in a manner

     which such person reasonably believed to be in or not opposed to the

     best interests of the Corporation, and, with respect to any criminal

     action or proceeding, had reasonable cause to believe that such

     person's conduct was unlawful; and

 

          (b) indemnify any person who was or is a party or is threatened

     to be made a party to any threatened, pending or completed action or

     suit by or in the right of the Corporation to procure a judgment in

     its favor by reason of the fact that such person is or was a director

     or an officer, or is or was serving at the request of the Corporation

     as a director, officer, employee or agent of another corporation,

     joint venture, trust or other enterprise, or, if such person has

     previously been designated for indemnification by the resolution of

     the Board of Directors, an officer, employee or agent of the

     Corporation, against expenses (including attorneys' fees) actually and

     reasonably incurred by each person in connection with the defense or

     settlement of such action or suit if such person acted in good faith

     and in a manner such person reasonably believed to be in or not

     opposed to the best interests of the Corporation and except that no

     indemnification shall be made in respect of any claim, issue or

 

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     matter as to which such person shall have been adjudged to be liable

     to the Corporation unless and only to the extent that the Court of

     Chancery or the court in which such action or suit was brought shall

     determine upon application that, despite the adjudication of liability

     but in view of all the circumstances of the case, such person is

     fairly and reasonably entitled to indemnity for such expenses which

     the Court of Chancery or such other court shall deem proper; and

 

          (c) indemnify any director, or, if such person has previously

     been designated for indemnification by the resolution of the Board of

     Directors, an officer, employee or agent against expenses (including

     attorneys' fees) actually and reasonably incurred by such person in

     connection therewith, to the extent that such director, officer,

     employee or agent of the Corporation has been successful on the merits

     or otherwise in defense of any action, suit or proceeding referred to

     in Article IX.A. (a) and (b), or in defense of any claim, issue or

     matter therein; and

 

          (d) make any indemnification under Article IX.A. (a) and (b)

     (unless ordered by a court) only as authorized in the specific case

     upon a determination that indemnification of the director, officer,

     employee or agent is proper in the circumstances because such

     director, officer, employee or agent has met the applicable standard

     of conduct set forth in Article IX.A. (a) and (b). Such determination

     shall be made (1) by the Board of Directors by a majority vote of a

     quorum consisting of directors who were not parties to such action,

     suit or proceeding, or (2) if such a quorum is not obtainable, or,

     even if obtainable a quorum of disinterested directors so directs, by

     independent legal counsel in a written opinion, or (3) by the

     stockholders of the Corporation; and

 

          (e) pay expenses incurred by a director or an officer in

     defending a civil or criminal action, suit or proceeding in advance of

     the final disposition of such action, suit or proceeding upon receipt

     of an undertaking by or on behalf of such director or officer to repay

     such amount if it shall ultimately be determined that such director or

     officer is not entitled to be indemnified by the Corporation as

     authorized in this Article IX. Notwithstanding the foregoing, the

     Corporation shall not be obligated to pay expenses incurred by a

     director or an officer with respect to any threatened, pending, or

     completed claim, suit or action, whether civil, criminal,

     administrative, investigative or otherwise ("Proceedings") initiated

     or brought voluntarily by a director or an officer and not by way of

     defense (other than Proceedings brought to establish or enforce a

     right to indemnification under the provisions of this Article IX

     unless a court of competent jurisdiction determines that each of the

     material assertions made by the director or officer in such proceeding

     were not made in good faith or were frivolous). The Corporation shall

     not be obligated to indemnify the director or officer for any amount

     paid in settlement of a Proceeding covered hereby without the prior

     written consent of the Corporation to such settlement; and

 

          (f) not deem the indemnification and advancement of expenses

     provided by, or granted pursuant to, the other subsections of this

     Article IX exclusive of any

 

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     other rights to which those seeking indemnification or advancement of

     expenses may be entitled under any by-law, agreement, vote of

     stockholders or disinterested directors or otherwise, both as to

     action in such director's or officer's official capacity and as to

     action in another capacity while holding such office; and

 

          (g) have the right, authority and power to purchase and maintain

     insurance on behalf of any person who is or was a director, officer,

     employee or agent of the Corporation, or is or was serving at the

     request of the Corporation as a director, officer, employee or agent

     of another corporation, partnership, joint venture, trust or other

     enterprise against any liability asserted against such person and

     incurred by such person in any such capacity, or arising out of such

     person's status as such, whether or not the Corporation would have the

     power to indemnify such person against such liability under the

     provisions of this Article IX; and

 

          (h) deem the provisions of this Article IX to be a contract

     between the Corporation and each director, or appropriately designated

     officer, employee or agent who serves in such capacity at any time

     while this Article IX is in effect and any repeal or modification of

     this Article IX shall not affect any rights or obligations then

     existing with respect to any state of facts then or theretofore

     existing or any action, suit or proceeding theretofore or thereafter

     brought or threatened based in whole or in part upon such state of

     facts. The provisions of this Article IX not be deemed to be a

     contract between the Corporation and any directors, officers,

     employees or agents of any other Corporation (the "Second

     Corporation") which shall merge into or consolidate with this

     Corporation when this Corporation shall be the surviving or resulting

     Corporation, and any such directors, officers, employees or agents of

     the Second Corporation shall be indemnified to the extent required

     under the DGCL only at the discretion of the Board of Directors of

     this Corporation; and

 

          (i) continue the indemnification and advancement of expenses

     provided by, or granted pursuant to, this Article IX, unless otherwise

     provided when authorized or ratified, as to a person who has ceased to

     be a director, officer, employee or agent of the Corporation and such

     rights shall inure to the benefit of the heirs, executors and

     administrators of such a person.

 

     B. Elimination of Certain Liability of Directors: No director of the

        ---------------------------------------------

Corporation shall be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director, except for

liability (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 DGCL, as the same exists or hereafter may be amended, or (iv)

for any transaction from which the director derived an improper personal

benefit. If the DGCL is amended to authorize the further elimination or

limitation of liability of directors, then the liability of a director of the

Corporation, in addition to the limitation on personal liability provided

herein, shall be limited to the fullest extent permitted by an amended DGCL. Any

repeal or modification of this Article IX by the stockholders of the Corporation

shall be prospective only, and shall not adversely affect any limitation on the

personal liability of a director of the Corporation existing at the time of such

repeal or modification.

 

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                                        X

 

     Whenever a compromise or arrangement is proposed between the corporation

and its creditors or any class of them and/or between the 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 the

corporation or of any creditor or stockholder thereof or on the application of

any receiver or receivers appointed for the corporation under the provisions of

Section 291 of the DGCL or on the application of trustees in dissolution or of

any receiver or receivers appointed for the corporation under the provisions of

Section 279 of the DGCL order a meeting of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of the corporation, as 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 the

corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of the 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 the corporation, as the case may be,

and also on the corporation.

 

                                       XI

 

     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.

 

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the

purposes of forming a corporation pursuant to the General Corporation Law of the

State of Delaware, do make this certificate, hereby declaring and certifying

that this is my act and deed and the facts herein stated are true, and

accordingly have hereunto set my hand this 4th day of January, 2002.

 

 

                                                          /s/ Cynthia M. Hendzel

                                                    ----------------------------

                                                    Cynthia M. Hendzel

 

[As Filed: 03-28-2002]