EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
BERKSHIRE HATHAWAY FINANCE CORPORATION
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 BERKSHIRE HATHAWAY
FINANCE CORPORATION (the "CORPORATION").
SECOND. The address of the registered office of the
Corporation in the State of Delaware is 9 East Loockerman Street, Suite 1-B,
Dover, Delaware 19901 (County of Kent). The name of its registered agent at such
address is National Registered Agents, Inc.
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 one hundred (100) shares. All such
shares are to be Common Stock, having a par value of $.01 per share, and are to
be of one class.
FIFTH. The name and mailing address of the incorporator is
Kate Cregor, 355 South Grand Avenue, Suite 3500, Los Angeles, California 90071.
SIXTH. Unless and except to the extent that the by-laws of the
Corporation 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, subject to the power of the stockholders of the Corporation to
alter or repeal any by-law whether adopted by them or otherwise.
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 whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever 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.
The undersigned incorporator hereby acknowledges that the
foregoing Certificate of Incorporation is her act and deed and that the facts
stated therein are true.
Dated: August 4, 2003
/s/ Kate Cregor
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Kate Cregor
Incorporator
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