23 Exhibit 3.1
COMPOSITE
Certificate of Incorporation
of
AMR
CORPORATION
As Amended
Effective May 26, 1998
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COMPOSITE
CERTIFICATE OF INCORPORATION
OF
AMR CORPORATION
FIRST: The name of the corporation is AMR Corporation.
SECOND: The registered 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 registered 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
which the corporation shall have authority to issue is
770,000,000 shares, of which 20,000,000 shares shall be shares of
Preferred Stock without par value (hereinafter called "Preferred
Stock") and 750,000,000 shares shall be shares of Common Stock of
the par value of $1.00 per share (hereinafter called "Common
Stock").
The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions thereof, of each
class of stock shall be governed by the following provisions:
1. The Board of Directors is expressly authorized at
any time, and from time to time, to provide for the issuance of
shares of Preferred Stock in one or more series, with such voting
powers, full or limited, or without voting powers and with such
designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted
by the Board of Directors, and as are not stated and expressed in
the Certificate of Incorporation, including (but without limiting
the generality thereof) the following:
(a) The designation of such series.
(b) The dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
relation which such dividends shall bear to the dividends
payable on any other class or classes of stock, and
whether such dividend shall be cumulative or non-
cumulative.
(c) Whether the shares of such series shall be subject
to redemption by the corporation and, if made subject to
such redemption, the times, prices and other terms and
conditions of such redemption.
(d) The terms and amount of any sinking fund provided
for the purpose of redemption of the shares of such
series.
(e) Whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other
class or classes or of any other series of any class or
classes of stock of the corporation, and, if provision be
made for conversion or exchange, the times, prices,
rates, adjustments, and other terms and conditions of
such conversion or exchange.
(f) The extent, if any, to which the holders of the
shares of such series shall be entitled to vote with
respect to the election of directors or otherwise.
(g) The restrictions, if any, on the issue or reissue of
any additional Preferred Stock.
(h) The rights of the holders of the shares of such
series upon dissolution of, or upon the distribution of
assets of, the corporation.
2. Except as otherwise required by law and except for
such voting powers with respect to the election of directors or
other matters as may be stated in the resolutions of the Board of
Directors creating any series of Preferred Stock, the holders of
any such series shall have no voting power whatsoever. Any
amendment to the Certificate of Incorporation which shall
increase or decrease the authorized stock of any class or classes
may be
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adopted by the affirmative vote of the holders of a majority of
the outstanding shares of the voting stock of the corporation.
3. No holder of shares of any class of stock of the
corporation shall be entitled as a matter of right, to any
preemptive right to subscribe to any additional issues of stock
of the corporation of any class, or any securities convertible
into any class of stock of the corporation.
4. The corporation may from time to time issue and dispose
of any of the authorized and unissued shares of Preferred Stock
for such consideration as may be fixed from time to time by the
Board of Directors, or of Common Stock for such consideration,
not less than its par value, as may be fixed from time to time by
the Board of Directors, without action by the stockholders. The
Board of Directors may provide for payment therefor to be
received by the corporation in cash, property, or services. Any
and all such shares of the Preferred or Common Stock of the
corporation the issuance of which has been so authorized, and for
which consideration so fixed by the Board of Directors has been
paid or delivered, shall be deemed fully paid stock and shall not
be liable to any further call or assessment thereon.
FIFTH: The names and mailing addresses of the incorporator
is as follows:
Connie M. Friesen
299 Park Avenue
New York, New York 10171
SIXTH: The corporation is to have perpetual existence.
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.
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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.
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 291 of the Title 8 of
the Delaware Code, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
corporation under the provisions of Section 279 of Title 8 of the
Delaware Code 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 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 a
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 matter or 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.
IN WITNESS WHEREOF, the undersigned has hereunto set her
name this 15th day of February, 1982.
s/Connie M. Friesen
Connie M. Friesen