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Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
AMERICAN AIRLINES, INC.
AMERICAN AIRLINES, INC., a corporation organized and
existing under the laws of the State of Delaware, hereby
certifies as follows:
1. The name of the corporation is AMERICAN AIRLINES, INC.
The date of filing of its original Certificate of
Incorporation with the Secretary of State was April 11,
1934.
2. This Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions
of the Certificate of Incorporation of this corporation
as heretofore amended or supplemented and there is not
discrepancy between those provisions and the provisions
of this Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended
or supplemented heretofore is hereby restated without
further amendments or changes to read as herein set
forth in full:
FIRST: The name of the corporation is AMERICAN
AIRLINES, INC.
SECOND: The principal office or place of business of
the corporation in the State of Delaware is to be located at
1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its resident agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.
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 all classes of
stock that the corporation shall have authority to issue is
1,000 shares of Common Stock, par value $1.00 per share.
FIFTH: The names and places of residence of each of
the original incorporators are:
J. Vernon Pimm Philadelphia, Pa.
Albert G. Bauer Philadelphia, Pa.
R. L. Spurgeon Wilmington, Delaware
SIXTH: The corporation is to have perpetual
existence.
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SEVENTH: The private property of the stockholders shall not
be subject to the payment of corporate debts to any extent
whatsoever, and no action of the corporation shall be construed
as a constructive assent to such liability.
EIGHTH: The business of the corporation shall be managed by
a Board of Directors.
1. All corporate powers of the corporation shall be
exercised by the Board of Directors, except as otherwise provided
by law.
2. Directors need not be stockholders, nor residents of the
State of Delaware.
3. The number of directors which shall constitute the whole
Board shall be such as from time to time shall be fixed by, or in
the manner provided in, the By-Laws, but in no case shall the
number be less than three.
4. By-Laws of the corporation for the management of its
property, the regulation and government of its affairs, and for
the certification and transfer of its stock may originally be
adopted by the incorporators. Thereafter, the directors shall
have power from time to time to make, alter, or repeal By-Laws,
but any By-Laws made by the Board of Directors may be altered,
amended, or repealed by the stockholders at any annual meeting of
stockholders, or at any special meeting provided that notice of
such proposed alteration, amendment or repeal is included in the
notice of such special meeting.
5. The stockholders and directors may hold their meetings
and have an office or offices outside the State of Delaware if
the By-Laws so provide.
6. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more directors
which, to the extent provided in said resolution or resolutions
or in the By-Laws of the corporation, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the corporation, and may have the power
to authorize the seal of the corporation to be affixed to all
papers which may require it.
7. The Board of Directors from time to time shall determine
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to
inspect any account, book or document of the corporation except
as conferred by statute or as authorized by resolution of the
Board of Directors.
8. The Board of Directors shall have power from time to time
to fix the amount to be reserved by the corporation over and
above its capital stock paid in and to fix and determine and to
vary the amount of the working capital of the corporation, and to
direct and determine the use and disposition of the working
capital and of any surplus or net profits over and above the
capital stock paid in.
9. At all meetings of stockholders and at all elections of
directors, each holder of capital stock shall have one vote for
each share of capital stock registered in his name on the books
of the corporation.
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10. At all meetings of the stockholders the holders
of one-third of the number of shares of stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
requisite for the election of directors and the
transaction of other business, except as otherwise
provided by law.
11. In so far as the same is not contrary to the laws
of Delaware, no contract or other transaction between the
corporation and any other corporation, association,
organization, society, or person shall be affected or
invalidated by the fact that any one or more of the
directors of this corporation is or are a director or
officer, or directors or officers, of such other
corporation, association, organization, or society, or by
the fact that such other corporation, association,
organization, or society, is the owner or holder of any
part of the capital stock of this corporation, or is
interested in its property, and any director or directors,
individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of this
corporation or in which this corporation is interested;
and no contract, act, or transaction of this corporation
with any person or persons, firm or corporation,
association, organization, or society, shall be affected
or invalidated by the fact that any director or directors
of this corporation is a party or are parties to or are
interested in such contract, act, or transaction, or in
any way connected with such person or persons, firm,
corporation, organization, association or society, and
each and every person who may become a director of this
corporation is hereby relieved from any liability that
might otherwise exist from contracting with the
corporation for the benefit of himself or any firm,
corporation, association, organization or society, in
which he may be in any wise interested.
12. Any contract, transaction or act of the
corporation or of the Board of Directors which shall be
ratified by a majority in interest of a quorum of the
stockholders of the corporation having voting power at any
annual meeting or special meeting called for such purpose
shall be as valid and as binding as though ratified by
every stockholder of the corporation; provided, however,
that any failure of the stockholders to approve or ratify
such contract, transaction or act, when and if submitted,
shall not be deemed in any way to invalidate the same or
to deprive the corporation, its directors or officers, of
their right to proceed with such contract, transaction or
action.
NINTH: No director of the corporation shall be 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 shareholders, (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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper
personal benefit.
TENTH: Whenever a compromise or arrangement is
proposed between this corporation and its creditors or any
class of them and/or between this 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 this corporation or of any
creditor or stockholder thereof, or on the application of any
receiver or receivers appointed for this corporation under the
provisions of Section 3883 of the Revised Code of 1915 of said
State, or on the application of trustees in dissolution or of
any receiver or receivers appointed for this corporation under
the provisions of Section 43 of this Chapter, order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this 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
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of the creditors or class of creditors and/or of the
stockholders or class of stockholders of this corporation, as
the case may be, agree to any compromise or arrangement and to
any reorganization of this 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 this corporation, as
the case may be, and also on this corporation.
ELEVENTH: No stockholder of the corporation shall
have any preemptive or preferential right, nor shall be
entitled as such, as a manner of right, to subscribe for or
purchase any part of any new or additional issue of stock of
the corporation of any class, whether now or hereafter
authorized, and whether issued for money or for a consideration
other than money, or of any issue of securities convertible
into stock.
TWELFTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
certificate in the manner now or hereafter prescribed by
statute; and all rights herein conferred upon the stockholders
are granted subject to this reservation.
4. This Restated Certificate of Incorporation was duly adopted
by unanimous written consent of the stockholders in
accordance with the applicable provisions of Section 228, and
245 of the General Corporation Law of the State of Delaware
and written notice of the adoption of this Restated
Certificate of Incorporation has been given as provided by
Section 228 of the General Corporation Law of the State of
Delaware to every stockholder entitled to such notice.
IN WITNESS WHEREOF, said AMERICAN AIRLINES, INC. has caused
this Certificate to be signed by Teri L. Teat, its Vice President
and attested by Charles D. MarLett, its Corporate Secretary, this
8th day of March, 1995.
AMERICAN AIRLINES, INC.
By /s/ Teri L. Teat
Vice President
ATTEST:
By /s/ Charles D. MarLett
Corporate Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AMR SERVICES PROPERTY CORPORATION,
a Delaware corporation
INTO
AMERICAN AIRLINES, INC.,
a Delaware corporation
(Pursuant to Section 253 of the
General Corporation Law of the State of Delaware)
American Airlines, Inc., a corporation incorporated under
the General Corporation Law of the State of Delaware, does hereby
certify that it owns one hundred percent (100%) of the
outstanding shares of each class of capital stock of AMR Services
Property Corporation, a corporation incorporated under the
General Corporation Law of the State of Delaware, and that it,
pursuant to resolutions of the Board of Directors of American
Airlines, Inc., duly adopted at a meeting of the Board of
Directors on November 18,1998, determined to merge AMR Services
Property Corporation with and into American Airlines, Inc., which
resolutions are in the following words, to wit:
WHEREAS, American Airlines, Inc. ("American") is a
corporation duly organized and validly existing under the laws of
the State of Delaware; and
WHEREAS, AMR Services Property Corporation ("AMR Property")
is a corporation duly organized and validly existing under the
laws of the State of Delaware; and
WHEREAS, the members of the Board of Directors of American
deem it to be in the best interests of American and AMR Property
to merge AMR Property with and into American pursuant to a Plan
of Merger attached hereto as Exhibit A (the "Plan of Merger");
now, therefore, be it
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RESOLVED that the form, terms and provisions of
the Plan of Merger be, and the same hereby are,
approved and adopted in all respects and that, pursuant
to such Plan of Merger, AMR Property merge with and
into American (the "Merger"), with the result that
American will be the surviving corporation; and
FURTHER RESOLVED, that each outstanding share of
common stock, par value $1.00 per share, of AMR
Property shall be retired and cancelled without
entitlement to any consideration in the Merger; and
FURTHER RESOLVED, that any officer of American be,
and the same hereby is, authorized, empowered and
directed, for and in the name and on behalf of
American, to execute and file the Plan of Merger and
the Certificate of Ownership and Merger in the form
such officer shall deem appropriate and any other
certificates, articles, instruments and other documents
in form and substance as such officer shall deem
appropriate, all as may be required by the laws of the
State of Delaware, to waive any and all conditions and
to do all things necessary or helpful to carry out the
purposes of the foregoing resolutions and the Plan of
Merger adopted thereby, and all acts and deeds of the
officers and agents of American which are consistent
with the purposes and intent of the above resolutions
shall be, and the same hereby are, in all respects,
ratified, approved, confirmed and adopted as the acts
and deeds of American.
* * * * *
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IN WITNESS WHEREOF, American has caused this
Certificate to be signed by its Corporate Secretary as of
November 19, 1998.
By: \s\ Charles D.MarLett
Charles D. MarLett
Corporate Secretary
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EXHIBIT A
PLAN OF MERGER
This Plan of Merger (the "Plan of Merger"), dated as of
November 19, 1998, is made and entered into by and between
American Airlines, Inc., a Delaware corporation
("American"), and AMR Services Property Corporation, a
Delaware corporation ("AMR Property").
RECITALS
A. American is a corporation duly organized and
validly existing under the laws of the State of Delaware.
B. AMR Property is a wholly-owned subsidiary of
American.
C. By an Assignment and Assumption Agreement dated
November 19, 1998 (the "Assignment Agreement"), immediately
prior to the execution of this Plan of Merger, AMR
Property's affiliate, AMR Services Corporation, a Delaware
corporation ("AMR Services"), transferred and assigned all
of its rights and interests in and to that certain Love
Field Terminal and Air Cargo Facility Lease and Agreement
between the City of Dallas, as lessor, and Braniff Airways,
Incorporated, dated as of May 1, 1967, as amended and
supplemented (collectively, the "Terminal Lease"), to AMR
Property, and AMR Property became the successor lessee under
the Terminal Lease. In addition, pursuant to the Assignment
Agreement, AMR Services transferred and assigned to AMR
Property all of its rights and interests in and under (i)
that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 26, 1997, by and among AMR
Services, Dalfort Aviation Services, L.P. and Asworth
Corporation (pursuant to which Dalfort Aviation Services,
L.P. was merged with and into AMR Services, with AMR
Services continuing as the surviving corporation) and (ii)
that certain Letter Agreement, dated as of August 26, 1997,
by and between AMR Services and Asworth Corporation,
regarding potential challenges to the merger contemplated by
the Merger Agreement.
D. Pursuant to Article XVII of the Terminal Lease, no
consent or approval of the lessor under the Terminal Lease
is required in connection with AMR Property's transfer and
assignment of its rights and interests under the Terminal
Lease pursuant to the merger contemplated hereby (the
"Merger") and the parties have been advised that upon
consummation of the Merger, AMR Services and AMR Property,
as the "lessees" under the Terminal Lease immediately prior
to the Merger, will be released from their obligations under
the Terminal Lease.
AGREEMENT
In consideration of the promises, the mutual covenants
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that AMR Property shall be merged with and
into American upon the terms and conditions hereinafter set
forth.
ARTICLE I
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Merger
On the effective date of the Merger as provided herein
(the "Effective Date"), AMR Property shall be merged with and
into American, the separate existence of AMR Property shall
cease and American (hereinafter sometimes referred to as the
"Surviving Corporation") shall continue to exist under the name
of American Airlines, Inc. by virtue of, and shall be governed
by, the laws of the State of Delaware.
ARTICLE II
Certificate of Incorporation of Surviving Corporation
The Certificate of Incorporation of the Surviving
Corporation shall be the Certificate of Incorporation of
American as in effect on the date hereof without change unless
and until amended in accordance with applicable law.
ARTICLE III
Bylaws of the Surviving Corporation
The bylaws of the Surviving Corporation shall be the
bylaws of American as in effect on the date hereof without
change unless and until amended or repealed in accordance with
applicable law.
ARTICLE IV
Effect of Merger on Stock of Constituent Corporations
On the Effective Date, each outstanding share of common
stock, par value $1.00 per share, of AMR Property held by
American shall be retired and cancelled without entitlement to
any consideration in the Merger. The capital stock of American
shall not be effected in any manner by the consummation of the
Merger.
ARTICLE V
Corporate Existence, Powers and Liabilities of
Surviving Corporation; Terminal Lease
5.01. On the Effective Date, the separate existence of
AMR Property shall cease. AMR Property shall be merged with
and into American, the Surviving Corporation, in accordance
with the provisions of this Plan of Merger.
5.02. AMR Property agrees that it will execute and
deliver, or cause to be executed and delivered, all such deeds,
assignments and other instruments, and will take or cause to be
taken such further or other action as the Surviving Corporation
may deem necessary or desirable in order to vest in and confirm
to the Surviving Corporation title to and possession of all the
property, rights, privileges, immunities, powers, purposes and
franchises, and all and every other interest, of AMR Property
and otherwise to carry out the intent and purposes of this Plan
of Merger.
5.03 In connection with consummation of the Merger, and not in
limitation thereof, American expressly agrees to assume fully
and satisfy, pay, perform and discharge fully all of the
liabilities and obligations of AMR Property under the Terminal
Lease. In addition, American represents and warrants to AMR
Property and AMR Services that its independent public accounts,
Ernst & Young, LLP, have determined that American's net worth
on the date
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hereof is in excess of $100 million, which, to the
knowledge of American, is in excess of the net worth of the
"Lessee" on the date of execution of the First Supplement to
the Terminal Lease, dated November 21, 1983 (constituting part
of the Terminal Lease) as referred to in the last subclause of
the third sentence of Article XVII of the Terminal Lease.
ARTICLE VI
Officers and Directors of Surviving Corporation
Upon the Effective Date, the officers and directors of the
Surviving Corporation shall be the officers and directors of
American in office at such date, and such persons shall hold
office in accordance with the bylaws of the Surviving
Corporation or until their respective successors shall have
been appointed or elected.
ARTICLE VII
Amendment
The Board of Directors of American may amend this Plan of
Merger at any time prior to the Effective Date.
ARTICLE VIII
Termination of Merger
This Plan of Merger may be terminated and the Merger
abandoned at any time prior to the filing of the Certificate of
Ownership and Merger with the Secretary of State of Delaware by
the consent of the Board of Directors of American.
* * * * *
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IN WITNESS WHEREOF, American Airlines, Inc., pursuant to the
approval and authority duly given by resolutions adopted by its
Board of Directors, has caused this Plan of Merger to be
executed by an authorized officer as of the day and year first
above written.
AMERICAN AIRLINES, INC.
By:/s/ Charles D. MarLett
Charles D. MarLett
Corporate Secretary
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Certificate of Ownership and Merger
Merging
RENO AIR, INC., A NEVADA CORPORATION
Into
AMERICAN AIRLINES, INC., A DELAWARE CORPORATION
(Pursuant to Section 253 of the General Corporation Law of
Delaware)
AMERICAN AIRLINES, INC., A DELAWARE CORPORATION, a corporation
incorporated, pursuant to the provisions of the General
Corporation Law of the State of Delaware does hereby certify
that this corporation owns all the capital stock of RENO AIR,
INC., A NEVADA CORPORATION, and that this corporation, by a
resolution of its board of directors duly adopted on the 18th
day of November, 1998 determined to and did merge into itself
said RENO AIR, INC., A NEVADA CORPORATION which resolution is
substantially in the following words to wit:
WHEREAS this corporation lawfully owns all the outstanding
stock of RENO AIR, INC., A NEVADA CORPORATION, and
WHEREAS this corporation desires to merge into itself the
said RENO AIR, INC., A NEVADA CORPORATION and to be possessed
of all the estate, property, rights, privileges and franchises
of said corporation.
WHEREAS a Plan of Merger by which Reno Air, Inc. merges
into American Airlines, Inc. (the "Plan of Merger") has been
duly adopted by each constituent corporation. A copy of the
Plan of Merger is available without charge from American
Airlines, Inc. at the address listed above.
NOW, THEREFORE, BE IT RESOLVED, that this corporation
merge into itself, and it does hereby merge into itself said
RENO AIR, INC., A NEVADA CORPORATION on the terms and
conditions set forth in the Plan of Merger and thereby assumes
all of its liabilities and obligations, and
FURTHER RESOLVED, that the president or a vice-president,
and the secretary or treasurer of this corporation be and they
hereby are directed to make and execute, under the corporate
seal of this corporation, a certificate of ownership setting
forth a copy of the resolution, to merge said RENO AIR, INC., A
NEVADA CORPORATION and assume its liabilities and obligations,
and the date of adoption thereof, and to file the same in the
office of the Secretary of the State of Delaware.
FURTHER RESOLVED, that the merger of Reno Air, Inc. into
American Airlines, Inc. shall be effective as of December 31,
1999 at 10:00 a.m., Pacific Standard Time.
FURTHER RESOLVED, that the officers of this corporation be
and they hereby are authorized and directed to do all acts and
things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect
said merger.
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IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed by its authorized officer, the 20th
day of December, 1999.
AMERICAN AIRLINES, INC., A DELAWARE CORPORATION
By:\s\ Donald J. Carty
President