CERTIFICATE OF INCORPORATION
SYNALLOY CORPORATION (DELAWARE)
The name of the Corporation is Synalloy Corporation.
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street in the City of Wilmington, County of New Castle. The name of the registered agent of the
Corporation as such address is the Corporation Trust Company.
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.
The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is six
million (6,000,000) shares of Common Stock, par value one dollar ($1.00) per share. Except as may be
provided by the Laws of the State of Delaware or this Certificate of Incorporation, the holders of the Common
Stock shall have exclusively all rights of stockholders. The holders of the Common Stock shall be entitled to one
vote per share and to vote such shares cumulatively at all elections of directors of the Corporation.
The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The
Board of Directors shall fix the number of directors to serve on the Board of Directors which shall consist of not
less than three nor more than fifteen and may be increased or decreased above or below these limits only by
amendment to this Certificate of Incorporation.
The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the
Corporation and of its directors and stockholders:
1. The Corporation reserves the right from time to time to make any amendment to its Certificate of
Incorporation, now or hereafter authorized by law, including any amendment which alters the contract
rights as expressly set forth therein, of any ou