Exhibit 3(i)(b)
RESTATED
CERTIFICATE OF INCORPORATION
OF
MOTOROLA, INC. AS AMENDED THROUGH MAY 3, 2000
ARTICLE 1
The name of the corporation is
MOTOROLA, INC.
ARTICLE 2
The address of the corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of the corporation's registered agent at such address is The
Corporation Trust Company.
ARTICLE 3
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
ARTICLE 4
The number of shares which the corporation shall have authority to issue,
itemized by classes, par value of shares, shares without par value, and
series, if any within a class, is:
Par Value Per
Share or State-
ment that Shares
Series Number of are Without Par
Class (if any) Shares Value
Preferred To be issued 500,000 $100
in series
Common None 4,200,000,000 $3
The powers, preferences and rights, and the qualifications, limitations or
restrictions thereof relating to the Preferred Stock and the Common Stock
are:
The Preferred Stock:
(1) The Preferred Stock may be issued from time to time in one or more
series and with such designation for each such series as shall be stated
and expressed in the resolution or resolutions providing for the issue of
each such series adopted by the Board of Directors. The Board of Directors
in any such resolution or resolutions is expressly authorized to state and
express for each such series:
(i) The voting powers, if any, of the holders of stock of such series;
(ii) The rate per annum and the times at and conditions upon which the
holders of stock of such series shall be entitled to receive dividends, and
whether such dividends shall be cumulative or noncumulative and if
cumulative the terms upon which such dividends shall be cumulative;
(iii) The price or prices and the time or times at and the manner in
which the stock of such series shall be redeemable;
(iv) The right to which the holders of the shares of stock of such
series shall be entitled upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation;
(v) The terms, if any, upon which shares of stock of such series shall
be convertible into, or exchangeable for, shares of stock of any other
class or classes or of any other series of the same or any other class or
classes, including the price or prices or the rate or rates of conversion
or exchange and the terms of adjustment, if any; and
(vi) Any other designations, preferences, and relative, participating,
optional or other special rights, and qualification, limitations or
restrictions thereof so far as they are not inconsistent with the
provisions of the Certificate of Incorporation, as amended, and to the full
extent now or hereafter permitted by the laws of Delaware.
(2) All shares of the Preferred Stock of any one series shall be
identical to each other in all respects, except that shares of any one
series issued at different times may differ as to the dates from which
dividends thereon, if cumulative, shall be cumulative.
The Common Stock:
(1) The Common Stock may be issued by the corporation from time to time for
such consideration and upon such terms as may be fixed from time to time by
the Board of Directors and as may be permitted by law, without action by
any stockholders.
(2) The holders of Common Stock shall be entitled to dividends only if,
when and as the same shall be declared by the Board of Directors and as may
be permitted by law.
(3) Each share of the Common Stock shall entitle the holder thereof to one
vote, in person or by proxy, at any and all meetings of the stockholders
of the corporation on all propositions before such meetings and on all
elections of Directors of the corporation.
ARTICLE 5
The number of directors of the corporation shall be fixed by the bylaws and
may be altered from time to time as may be provided therein, but in no
event shall the number of directors of the corporation be less than three.
ARTICLE 6
The following provisions are inserted for the regulation of the business
and for the conduct of the affairs of the corporation.
Section 1. The Board of Directors is expressly authorized to make, alter,
amend, or repeal the bylaws of the corporation and to adopt new bylaws.
Section 2. The stockholders and directors shall have power to hold their
meetings as the bylaws so provide, and keep books, documents and papers of
the corporation, outside of the State of Delaware, except as otherwise
required by the laws of Delaware.
Section 3. The corporation reserves the right to amend, alter or repeal any
provision contained in its Certificate of Incorporation in the manner now
or hereafter prescribed by the Statutes of Delaware, and all rights and
powers conferred on directors and stockholders herein are granted subject
to this reservation.
ARTICLE 7
Section 1. Elimination of Certain Liability of Directors. A director of
the corporation shall not be personally 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 stockholders, (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.
If the Delaware General Corporation Law hereafter is amended to further
eliminate or limit the liability of a director, then a director of the
corporation, in addition to the circumstances in which a director is not
personally liable as set forth in the preceding paragraph, shall not be
liable to the fullest extent permitted by the amended Delaware General
Corporation Law.
Any repeal or modification of the foregoing two paragraphs by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.
Section 2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer of the corporation or is or was serving (at such time as such
person is or was a director or officer of the corporation) at the request
of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any such
indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The
right to indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter "advances"); provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses
incurred by an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such indemnitee, to repay all advances if
it shall ultimately be determined by final judicial decision that such
indemnitee is not entitled to be indemnified under this Section or
otherwise. The corporation may, by action of its Board of Directors or by
action of any person to whom the Board of Directors has delegated such
authority, provide indemnification to employees and agents of the
corporation with the same scope and effect as the foregoing indemnification
of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the corporation within thirty days
after a written claim has been received by the corporation, the indemnitee
may at any time thereafter bring suit against the corporation to recover
the unpaid amount of the claim. If successful in whole or in part in any
such suit or in a suit brought by the corporation to recover advances, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such claim. In any action brought by the indemnitee to enforce a
right hereunder (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to
the corporation) it shall be a defense that, and in any action brought by
the corporation to recover advances the corporation shall be entitled to
recover such advances if, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation Law.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the indemnitee is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
be a defense to an action brought by the indemnitee or create a presumption
that the indemnitee has not met the applicable standard of conduct. In any
action brought by the indemnitee to enforce a right hereunder or by the
corporation to recover payments by the corporation of advances, the burden
of proof shall be on the corporation.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
(d) Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.