EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
DIODES INCORPORATED
Filed with the Secretary of State of the State of Delaware on July 29, 1968. As
amended on June 14, 2000.
FIRST: The name of the corporation (hereinafter called the "Company")
is DIODES INCORPORATED.
SECOND: The registered office of the Company in the State of Delaware
is located at 100 West Tenth Street, in the City of Wilmington, in the County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted, or carried on are as follows:
(1) To engage in the business of manufacturing solid state and
electronic devices.
(2) To do everything necessary, proper, advisable, or convenient for
the accomplishment of the purposes hereinabove set forth, and to do all other
things incidental thereto connected therewith, which are not forbidden by
statute or by this Certificate of Incorporation.
(3) To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
(4) To carry out the purposes hereinabove set forth in any state,
territory, district or possession of the United States, or in any foreign
country, to the extent that such purposes are not forbidden by the law of such
state, territory, district or possession of the United States or by such foreign
country; and, in the case of any state or territory, district or possession of
the United States, or any foreign country, in which one or more of such purposes
are forbidden by law, to limit the purpose or purposes for which the company
proposes to carry on in such state, territory, district or possession of the
United States, or foreign country, to such purpose or purposes as are not
forbidden by the law thereof, and any certificate for application to do business
in such state, territory, district or possession of the United States, or
foreign country.
FOURTH: The Company is authorized to issue a total of thirty-one
million (31,000,000) shares of all classes of stock. Of such total number of
authorized shares of stock, thirty million (30,000,000) shares are Common Stock,
each of which shares of Common Stock has a par value of Sixty-Six and Two-Thirds
Cents ($.66-2/3), and one million (1,000,000) shares are Preferred Stock, each
of which shares of Preferred Stock has a par value of One Dollar ($1.00).
A statement of the designations of the authorized classes of stock or
of any series thereof, and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, or of the authority of the Board of Directors to fix by
resolution or resolutions such designations and other terms, is as follows:
(1) Preferred Stock:
Shares of Preferred Stock may be issued from time to time in one or
more series.
The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Article FOURTH, to fix by resolution or resolutions
the designation of each series of Preferred Stock and the powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including, without limiting
the generality of the foregoing, such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets,
conversion or exchange, and such other subjects or matters as may be fixed by
resolution or resolutions of the Board of Directors under the General
Corporation Law of Delaware.
If any proposed amendment to the Certificate of Incorporation of the
Company would alter or change the preferences, special rights or powers given to
any one or more outstanding series of Preferred Stock, so as to affect such
series adversely, or would authorize the issuance of a class or classes of stock
having preferences or rights with respect to dividends or dissolution or the
distribution of assets that would be superior to the preferences or rights of
such series of Preferred Stock , then the holders of each such series of
Preferred Stock so affected by the amendment shall be entitled to vote as a
series upon such amendment, and the affirmative vote of two-thirds (2/3) of the
outstanding shares of each such series shall be necessary to the adoption
thereof, in addition to such other vote as may be required by the General
Corporation Law of Delaware.
The number of authorized shares of Preferred Stock may be increased or
decreased by the affirmative vote of the holders of a majority of the stock of
the Company entitled to vote, without there being a class vote of the Preferred
Stock.
(2) Common Stock:
Subject to all of the preferences and rights of the Preferred Stock or
a series thereof that may be fixed by a resolution or resolutions of the Boards
of Directors, dividends may be paid on the Common Stock as and when declared by
the Board of Directors, out of any funds of the Company legally available for
the payment of such dividends.
Except as may otherwise be provided by a resolution or resolutions of
the Board of Directors concerning the Preferred Stock or a series thereof, or by
this Certificate of Incorporation or the General Corporation Law of Delaware,
the holders of the shares of Common Stock issued and outstanding shall have and
possess the exclusive right to notice of stockholders' meetings and the
exclusive power to vote.
FIFTH: The name and mailing address of the incorporation is as follows:
NAME ADDRESS
A.D. Grier 100 West Tenth Street
Wilmington, Delaware
SIXTH: At all elections of Directors of the Company, each stockholder who is
entitled to vote upon such election shall be entitled to as many votes as shall
be equal to the number of votes which (except for this provision as to
cumulative voting)
he would be entitled to cast for the election of Directors with respect to his
shares of stock multiplied by the number of Directors to be elected, and he may
cast all of such votes for a single Director or may distribute them among the
number to be voted for or for any two or more of them, as he sees fit.
SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the Company.
EIGHTH: The Company shall indemnify any and all persons whom it has the
power to indemnify pursuant to the General Corporation Law of Delaware against
any and all expenses, judgments, fines, amounts paid in settlement, and any
other liabilities to the fullest extent permitted by such Law and may, at the
discretion of the Board of Directors, purchase and maintain insurance, at its
expense, to protect itself and such persons against any such expense, judgment,
fine, amount paid in settlement or other liability, whether or not the Company
would have the power to so indemnify such person under the General Corporation
Law of Delaware.