**EXHIBIT 3(i)**

 

**CERTIFICATE OF INCORPORATION**

 

Exhibit 3(i)is the Certificate of Incorporation as amended through January 21, 2004.

 

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CERTIFICATE OF INCORPORATION OFAMERON INTERNATIONAL CORPORATION(As amended through January 21, 2004)

 

FIRST:  The name of this corporation is:

 

AMERON INTERNATIONAL CORPORATION

 

SECOND:  The name and address of the registered agentof the corporation in the State of Delaware is:

 

CorporationTrust Company

Wilmington,Delaware 19801

County of NewCastle

 

THIRD:  The purpose of the corporation is to engagein any lawful act or activity for which corporations may be organized under theGeneral Corporation Law of Delaware.

 

FOURTH:                                           1.  The total number of shares of stock which theCorporation shall have authority to issue is Twenty-five Million (25,000,000),consisting of Twenty-four Million (24,000,000) shares of Common Stock, parvalue Two Dollars and 50/100 ($2.50) per share (the “Common Stock”), and OneMillion (1,000,000) shares of Preferred Stock, par value One Dollar ($1.00) pershare (the “Preferred Stock”).

 

2.  Shares of Preferred Stock may be issued fromtime to time in one or more classes or series, each of which class or seriesshall have such distinctive designation or title as shall be fixed byresolution of the Board of Directors of the Corporation (the “Board ofDirectors”) prior to the issuance of any shares thereof.  Each such class or series of Preferred Stockshall have such voting powers, full or limited, or no voting powers, and suchpreferences and relative, participating, optional or other special rights andsuch qualifications, limitations or restrictions thereof, as shall be stated insuch resolution providing for the issuance of such class or series of PreferredStock as may be adopted from time to time by the Board of Directors prior tothe issuance of any shares thereof pursuant to the authority hereby expresslyvested in it, all in accordance with the laws of the State of Delaware.  The Board of Directors is further authorizedto increase or decrease (but not below the number of shares of such class orseries then outstanding) the number of shares of any class or series subsequentto the issuance of shares of that class or series.

 

FIFTH:  The name and mailing address of theincorporator of the corporation is as follows:

 
| **Name**     | ** ** | **Mailing  Address**             | ** ** |
|--------------|------------|----------------------------------|------------|
| R. H. Jenner |       | 4700 Ramona  Boulevard           |       |
|         |       | Monterey  Park, California 91754 |       |

 

SIXTH:  New bylaws may be adopted or the bylaws maybe amended or repealed by a vote of eighty percent (80%) of the outstandingstock of the corporation entitled to vote thereon.  Bylaws may also be adopted, amended orrepealed by the Board of Directors as provided or permitted by law; however,any bylaw amendment adopted by the Board of Directors increasing or reducingthe authorized number of directors shall require a resolution adopted by theaffirmative vote of not less than two-thirds of the directors.

 

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SEVENTH:  The number of directors which shallconstitute the whole Board of Directors of the corporation shall be specifiedin the bylaws of the corporation, subject to the provisions of Article SIXTHhereof and this Article SEVENTH.  Theboard is divided into three classes, Class I, Class II andClass III.  Such classes shall be asnearly equal in number of directors as possible.  Each director shall serve for a term endingon the third annual meeting following the annual meeting at which such directorwas elected; provided, however, that the directors first elected toClass I shall serve for a term ending at the annual meeting to be held in1987, the directors first elected to Class II shall serve for a termending at the annual meeting to be held in 1988, and the directors firstelected to Class III shall serve for a term ending at the annual meeting to beheld in 1989.  The foregoing notwithstanding,each director shall serve until his successor shall have been duly elected andqualified, unless he shall resign, become disqualified, disabled or shallotherwise be removed.

 

At each annualelection, the directors chosen to succeed those whose terms then expire shallbe of the same class as the directors they succeed, unless, by reason of anyintervening changes in the authorized number of directors the Board shalldesignate one or more directorships whose term then expires as directorships ofanother class in order more nearly to achieve equality of number of directorsamong the classes.

 

Notwithstandingthe rule that the three classes shall be as nearly equal in number of directorsas possible, in the event of any change in the authorized number of directorseach director then continuing to serve as such shall nevertheless continue as adirector of the class of which he is a member until the expiration of hiscurrent term, or his prior death, resignation or removal.

 

In anyelection of directors of the Corporation, a holder of any class or series ofstock then entitled to vote in such election shall be entitled to as many votesas shall equal (i) the number of votes which (except for this provision as tocumulative voting) he would be entitled to cast for the election of directorswith respect to his shares of stock multiplied by (ii) the number of directorsto be elected in the election in which his class or series of shares isentitled to vote, and each stockholder may cast all of such votes for a singledirector or for any two or more of them as he may see fit.

 

EIGHTH:  Notwithstanding any other vote which may berequired under applicable law, and in addition thereto, the affirmative vote ofholders of not less than eighty percent (80%) of the total voting power of alloutstanding shares of voting stock of this corporation shall be required toapprove:  (a) any merger (other thana merger with a 90% stockholder of this Corporation effected in accordance withSection 253 of the Delaware General Corporation Law), consolidation,combination or reorganization of this corporation or any of its subsidiarieswith any other corporation if such other corporation is a SubstantialStockholder (as defined below) or an Associate (as defined below) of a SubstantialStockholder, or (b) the sale, lease or exchange by this corporation or anyof its subsidiaries of all or a Substantial Part (as defined below) of itsassets to or with a Substantial Stockholder or an Associate thereof, or(c) the issuance or delivery of any stock or other securities of thiscorporation or any of its subsidiaries in exchange or payment for any cash orother properties or assets of such Substantial Stockholder or Associate thereofor securities of such Substantial Stockholder or Associate thereof, or(d) any reverse stock split of, or exchange of securities, cash or otherproperties or assets for, any outstanding securities of this corporation or anyof its subsidiaries or liquidation or dissolution of this Corporation or any ofits subsidiaries, in any such case in which a Substantial Stockholder or anAssociate thereof receives or retains any securities, cash or other propertiesor assets whether or not different from those received or retained by anyholder of securities of the same class as held by such Substantial Stockholderor Associate thereof; provided, however, that the foregoing shall not apply toany such merger, consolidation, combination, reorganization, sale, lease orexchange, or for issuance or delivery of stock or other securities, or reversestock split, exchange, liquidation or dissolution which is approved byresolution adopted by a majority of the Continuing Directors (as defined below)of this corporation, nor shall it apply to any such transaction solely betweenthis corporation and another corporation controlled by this corporation andnone of the securities of which is owned before or after such transactiondirectly or indirectly by a Substantial Stockholder or Associate thereof.

 

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As used inthis Certificate of Incorporation, the following terms shall have therespective meanings set forth below.

 

(i)  “Substantial Stockholder”shall mean any person or group of two or more persons who have agreed to acttogether for the purpose of acquiring, holding, voting or disposing ofsecurities who singly or together with its or their Associates own or ownsbeneficially, in the aggregate, directly or indirectly, securities representingten percent (10%) or more of the voting power of all shares of voting stock ofthis corporation; provided, however, that the term “Substantial Stockholder”shall not include any benefit plan or trust established by this corporation orany of its subsidiaries for the benefit of the employees of this corporationand/or any of its subsidiaries or any trustee, agent or other representative ofany such plan or trust;

 

(ii) An “Affiliate” of any specified person is any person (other thanthis corporation and any corporation controlled by this corporation and none ofthe voting securities of which is owned directly or indirectly by a SubstantialStockholder or any Associate thereof) who directly, or indirectly through oneor more intermediaries, controls, or is controlled by, or is under common controlwith, the person specified;

 

(iii) The term “control” shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of a person, whether through the ownership of voting securities, by contractor otherwise;

 

(iv)  “Substantial Part” of theassets shall mean assets of this corporation or any of its subsidiariescomprising more than ten percent (10%) of the book value or fair market valueof the total assets of this corporation and its subsidiaries taken as a whole;

 

(v) An “Associate” of a Substantial Stockholder is any person who is,or was within a period of five years prior to the time of determination, anofficer, director, employee, partner, trustee, agent, member of the immediatefamily or Affiliate of the Substantial Stockholder or of an Affiliate thereof.

 

(vi) The term “person” shall include a corporation, partnership, trustor government or political subdivision thereof, an individual, an estate, anassociation or any unincorporated organization;

 

(vii) The term “member of the immediate family” shall mean any of aperson’s spouse, parents, children, siblings, mothers- and fathers-in-law,sons- and daughters-in-law, and brothers- and sisters-in-law.

 

(viii) The term “Continuing Director” shall mean, as to any SubstantialStockholder, any member of the Board of Directors of this corporation who (a)is unaffiliated with and is not the Substantial Stockholder and (b) was amember of the Board of Directors of this corporation prior to April 1, 1986 orthereafter became a member of the Board of Directors of this corporation priorto the time the Substantial Stockholder became a Substantial Stockholder, andany successor of a Continuing Director who is recommended to succeed aContinuing Director by a majority of the Continuing Directors then on theBoard.

 

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In the contextof any transaction described in this Article EIGHTH, the Board of Directorsacting by majority vote shall have the exclusive power and duty to determine,on the basis of information known to them after reasonable inquiry,(i) whether a person is a Substantial Stockholder, (ii) whether aperson is an Affiliate or Associate of a Substantial Stockholder and (iii) whethera portion of the assets of this corporation constitutes a Substantial Part ofsuch assets.  Any such determination ofthe Directors shall be final and binding in the absence of bad faith, fraud orgross negligence by such Directors.

 

NINTH:  No action shall be taken by the stockholdersexcept at an annual or special meeting of stockholders.  No action shall be taken by stockholders bywritten consent.

 

TENTH:  Special meetings of the stockholders of thecorporation for any purpose or purposes may be called at any time by the Boardof Directors, or by a majority of the members of the Board of Directors, or bya committee of the Board of Directors which has been duly designated by theBoard of Directors and whose powers and authority, as provided in a resolutionof the Board of Directors or in the by-laws of the corporation, include thepower to call such meetings, but such special meetings may not be called by anyother person or persons; provided, however, that, if and to the extent that anyspecial meeting of stockholders may be called by any other person or personsspecified in any provisions of this Certificate of Incorporation or anyamendment thereto, then such special meeting may also be called by the personor persons, in the manner, at the times and for the purposes so specified.

 

ELEVENTH:  1.  Nodirector shall be personally liable to the Corporation or any stockholder formonetary damages for breach of fiduciary duty as a director, except for anymatter in respect of which such director shall be liable under Section 174 ofthe Delaware General Corporation Law or any amendment thereto or successorprovision thereof or shall be liable by reason that, in addition to any and allother requirements for such liability, such person (i) shall have breached suchperson’s duty of loyalty to the Corporation or its stockholders, (ii) in actingor in failing to act, shall not have acted in good faith or shall have acted ina manner involving intentional misconduct or a knowing violation of law or(iii) shall have derived an improper personal benefit from the transaction inrespect of which such breach of fiduciary duty occurred.  Neither the amendment nor repeal of Section 1of this Article ELEVENTH shall eliminate or reduce the effect of Section 1 ofthis Article ELEVENTH in respect of any matter occurring, or any cause ofaction, suit or claim that, but for Section 1 of this Article ELEVENTH wouldaccrue or arise, prior to such amendment or repeal.  If the Delaware Corporation Law is amendedafter approval by the stockholders of this Article ELEVENTH to authorizecorporate action further eliminating or limiting the personal liability ofdirectors, then the liability of the director of the Corporation shall beeliminated or limited to the fullest extent permitted by the Delaware GeneralCorporation Law, as so amended from time to time.

 

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2.  (i)  Each person who was or is a party, or isthreatened to be made a party, to any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that such person, or aperson of whom such person is the legal representative, is or was a director orofficer of the Corporation or is or was serving at the request of theCorporation as a director or officer of another corporation or in any capacitywith respect to an employee benefit plan maintained or sponsored by theCorporation, shall be indemnified and held harmless by the Corporation to thefullest extent permissible under the Delaware General Corporation Law, as thesame exists or may hereafter be amended, against all expenses, liabilities andlosses (including attorneys’ fees, judgments, fines, excise taxes pursuant tothe Employee Retirement Income Security Act of 1974 or penalties and amountspaid or to be paid in settlement) reasonably incurred or suffered by suchperson in connection therewith and such indemnification shall continue as to aperson who has ceased to be a director, officer, employee or agent and shallinure to the benefit of his or her heirs, executors and administrators; provided,however, that, except as provided in paragraph (ii) hereof, the Corporationshall indemnify any such person seeking indemnification in connection with aproceeding (or part thereof) initiated by such person only if such proceeding(or part thereof) was authorized by the Board of Directors of theCorporation.  The right toindemnification conferred in this Section shall be a contract right and shallinclude the right to be paid by the Corporation the expenses incurred indefending any such proceeding in advance of its final disposition; providedhowever, that, if the Delaware General Corporation Law so requires, thepayment of such expenses incurred by a director or officer in his or hercapacity as a director or officer (and not in any any other capacity in whichservice was or is rendered by such person while a director or officer,including, without limitation, service to an employee benefit plan) in advanceof the final disposition of a proceeding, shall be made only upon delivery tothe Corporation of an undertaking, by or on behalf of such director or officer,to repay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this Section orotherwise.  The Corporation may, byaction of its Board of Directors, provide indemnification to employees andagents of the Corporation with the same scope and effect as the foregoingindemnification of directors and officers.

 

(ii)  If a claim under paragraph(i) of this Section is not paid in full by the Corporation within thirty daysafter a written claim has been received by the Corporation, the claimant may atany time thereafter bring suit against the Corporation to recover the unpaidamount of the claim and, if successful in whole or in part, the claimant shallbe entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (otherthan action brought to enforce a claim for expenses incurred in defending anyproceeding in advance of its final disposition where the required undertaking,if any is required, has been tendered to the Corporation) that the claimant hasnot met the standard of conduct required under Delaware General Corporation Lawfor the Corporation to indemnify the claimant for the amount claimed, but theburden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation(including its Board of Directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theDelaware General Corporation Law, nor an actual determination by theCorporation (including its Board of Directors, independent legal counsel, orits stockholders) that the claimant has not met such applicable standard of conduct,shall be a defense to the action or create a presumption that the claimant hasnot met the applicable standard of conduct.

 

(iii)  The right toindemnification and the payment of expenses incurred in defending a proceedingin advance of its final disposition conferred in this Section shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of this Certificate of Incorporation, by-law,agreement, vote of stockholders or disinterested directors or otherwise.

 

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(iv)  The Corporation maymaintain insurance, at its expense, to protect itself and any director,officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any such expense,liability or loss, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under theDelaware General Corporation Law.

 

TWELFTH:  This corporation reserves the right to amend,alter, change or repeal any provision contained in this Certificate ofIncorporation, in the manner now or hereafter prescribed by statute, and allrights conferred on stockholders herein are granted subject to this reservation.  Notwithstanding the foregoing, the provisionsset forth in Articles SIXTH, SEVENTH, EIGHTH, NINTH, TENTH and this ArticleTWELFTH may not be repealed or amended in any respect unless such repeal oramendment is approved by the affirmative vote of the holders of not less thaneighty percent (80%) of the total voting power of all outstanding shares ofvoting stock of this corporation and no provision may be added to thisCertificate of Incorporation permitting the removal of directors of this corporationotherwise than for cause, unless such provision is so approved.

 

Date of Incorporation:  February 10, 1986

 

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**CERTIFICATE OF  SECRETARY**

**OF**

**AMERON INTERNATIONAL CORPORATION**

 

I, theundersigned, hereby certify:

 

1.                                       ThatI am the duly elected and acting Secretary of AMERON INTERNATIONAL CORPORATION,a Delaware corporation; and

 

2.                                       Thatthe attached Certificate of Incorporation, as amended on April 16, 1996,comprising seven (7) pages, constitutes the Certificate of Incorporation of theCorporation.

 

IN WITNESSWHEREOF, I have hereunto subscribed my name and affixed the seal of saidcorporation this 12th day of February 2003.

 

|   |         |   |
|--------|--------------|--------|
|   | Javier Solis |
|   | Secretary    |

 

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