Exhibit B
CERTIFICATE OF INCORPORATION
OF
BUTLER NATIONAL CORPORATION
THE UNDERSIGNED, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions
of the General Corporation Law of the State of Delaware, does
hereby certify as follows:
FIRST: The name of the corporation is
Butler National Corporation
SECOND: The registered office of the Corporation is to be
located at 1209 Orange Street, Wilmington, Delaware 19801. The
name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of Delaware.
FOURTH: Section 1. The authorized capital of this Corporation
shall be $1,400,000 consisting of 40,000,000 shares of common
stock, $.01 par value (the "Common Stock") and 200,000 shares of
preferred stock, the par value of $5.00 per share (the "Preferred
Stock"). The relative voting rights, preferences and other
privileges of such capital stock shall be as follows:
(a) Common Stock. Each share of Common Stock shall entitle
the holder thereof to one (1) vote; all such shares of Common
Stock shall be equal in all respects and shall confer equal rights
upon the holders thereof.
(b) Preferred Stock. Each share of Preferred Stock shall entitle
the holder thereof to such rights, voting power, preferences and
restrictions as may be fixed by the board of directors by
resolution thereof.
Section 2. A shareholder shall have no pre-emptive rights to
subscribe for or purchase any shares of capital stock or other
securities of whatsoever kind of nature which may be issued by
this Corporation; voting for directors shall not be cumulative.
FIFTH: The name and address of the incorporator is as follows:
Name Address
James P. Pryde 1200 Main Street
Kansas City, MO 64105-2100
SIXTH: Except as otherwise specifically provided by applicable
statute, all powers of management, direction and control of the
Corporation shall be vested in its Board of Directors.
The total number of directors of the Corporation which shall
constitute the whole Board of Directors of the Corporation shall
be fixed from time to time in the manner provided in the bylaws,
such number in no event shall be less than three (3) nor more
than eleven (11) persons.
The names and mailing addresses of the persons who are to
serve as the initial directors of the Corporation until the first
annual meeting of Stockholders or until their successors are
elected and qualified are as follows:
Name Address
Clark D. Stewart 1546 East Spruce Road, Olathe, KS 66061
William E. Logan 1546 East Spruce Road, Olathe, KS 66061
R. Warren Wagoner 1546 East Spruce Road, Olathe, KS 66061
William A. Griffith 1546 East Spruce Road, Olathe, KS 66061
David B. Hayden 1546 East Spruce Road, Olathe, KS 66061
SEVENTH: In furtherance, and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is
expressly authorized:
(a) To make, adopt, alter, amend or repeal the Bylaws of the
Corporation;
(b) To, in its sole discretion, call special meetings of the
Stockholders of the Corporation;
(c) To set apart out of any of the money or funds of the
Corporation available for dividends a reserve or reserves for any
proper purpose or to abolish any such reserve in the manner in
which it was created;
(d) When and as authorized by the Stockholders' vote, to sell,
lease or exchange all or substantially all of the property or assets
of the Corporation, including its goodwill and its corporate
franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock
in, or other securities of (or both), any other corporation or
corporations as the Board of Directors may deem expedient and
for the best interests of the Corporation; and
(e) To sell, issue or otherwise dispose of common stock or any
other securities of the Corporation, including preferred stock,
debentures, bonds, mortgages, notes, certificates, and any and all
other securities whatsoever, for such consideration as the Board
of Directors in its discretion shall determine; provided, however,
that no shares of stock shall be sold for any consideration not in
accordance with the laws of the State of Delaware.
The Corporation may in its bylaws confer powers additional to
the foregoing upon the directors, in addition to the powers,
authorities and duties expressly conferred upon them by law.
EIGHTH: 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 Stockholders thereof or on the
application of any receiver or receivers appointed for this
Corporation under the provisions of section 291 of 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 291 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.
NINTH: No director shall be personally liable to the Corporation
or its Stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except to the extent
such exemption from liability or limitation thereof is not
permitted by Delaware General Corporation Law as it now exists
or may hereafter be amended. Notwithstanding the foregoing, a
director shall be liable to the extent provided by the existing
Delaware General Corporation Law (i) for breaches of the
directors' duty of loyalty to the Corporation or its Stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii)
under the provisions of section 174 of Title 8 of the Delaware
Code (relating to unlawful stock purchase or redemption) and
any amendments thereto, or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or
modification of these provisions shall not adversely affect any
right of any director of the Corporation existing at the time of
such repeal or modification.
The provisions of this Article shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any
liability of a director which has not been eliminated by the
provisions of this Article.
If Delaware Corporation code hereafter is amended to authorize
the further elimination or limitation of liability of directors, then
the liability of a director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Delaware
Corporation Code, as so amended.
TENTH: The Corporation shall have the power to indemnify
officers, directors, employees and agents to the extent permitted
by the bylaws, as amended from time to time.
IN WITNESS WHEREOF, I have hereunto set my hand, the
_____ day of August, 1996.
___________________________________
James P. Pryde, Incorporator