Exhibit 3(i)
Certificate of Incorporation
Composite Certificate of Incorporation
Of
Woodward Governor Company
A Delaware Corporation
(The Corporation was Originally Incorporated
Under the General Corporation Law of Delaware
On November 18, 1976, as "New Wood Company")
First. The name of the Corporation is Woodward Governor
Company.
Second. The address of the registered office of the
Corporation in the State of Delaware is 300 South State Street,
in the City of Dover, County of Kent. The name of its registered
agent at that address is United States Corporation 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 as set forth in
Title 8 of the Delaware Code.
Without limiting in any manner the scope and generality of
the foregoing, the nature of the business or purposes to be
conducted or promoted by the Corporation includes:
A. To carry on and conduct any and every kind of manufacturing,
distribution and service business; to manufacture, process,
fabricate, rebuild, service, purchase or otherwise acquire, to
design, invent or develop, to import or export, and to
distribute, lease, sell, assign or otherwise dispose of and
generally deal in and with raw materials, products, goods, wares,
merchandise and real and personal property of every kind and
character; and to provide services of every kind and character.
B. To acquire, own hold, use, lease, mortgage, pledge, sell,
convey, or otherwise dispose of and deal in lands, leaseholds,
and any interest, estates and rights in real property, any
personal or mixed property, and any tangible or intangible
property, legal and equitable.
C. In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or
by any other law of Delaware or by this Certificate of
Incorporation together with any powers incidental thereto, so far
as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the business or purposes of
the Corporation.
Fourth. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
60,000,000, of which 50,000,000 shares shall be Common Stock
with a par value of $0.00875 per share, and 10,000,000
shares shall be Preferred Stock with a par value of $0.003
per share. The Preferred Stock may be issued from time to
time in one or more series, with each such series to consist
of such number of shares and to have such voting powers (whether less
than, equal to or greater than one vote per share), or limited
voting powers or no voting powers, and such designations,
preferences and relative, participating, optional or their
special rights, and qualifications, limitations or
restrictions thereof, as shall be stated in the resolution
or resolutions providing for the issue of such series
adopted by the Board of Directors, and the Board of
Directors is expressly vested with authority to the full
extent now or hereafter provided by law, to adopt any such
resolution or resolutions. The number of authorized shares
of Preferred Stock may be increased or decreased (but no
below the number of shares then outstanding) by the
affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock without a vote of the
holders of the shares of Preferred Stock, or of any series
thereof, unless a vote of any such holders is required
pursuant to the resolution or resolutions of the Board of
Directors providing for the issue of the series of Preferred
Stock.
Fifth. The affirmative vote of the holders of two-
thirds of the outstanding shares of Common Stock of the
Corporation shall be required (i) for the adoption of any
amendment, alteration, change or repeal of any provision of
this Certificate of Incorporation, (ii) for the adoption of
any agreement for the merger or consolidation of the
Corporation with or into any assets of the Corporation, or
(iv) to authorize the dissolution of the Corporation. Such
affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that some lesser percentage
may be specified, by law or in any agreement to which the
Corporation is a party.
Sixth. The holders of Common Stock of the Corporation
shall be entitled to cumulative voting rights in the
election of directors, which means that in each election of
directors each holder of Common Stock shall be entitled to
cast as many votes as the number of shares of Common Stock
held by such holder multiplied by the number of directors to
be elected any may cast all such votes for the election of
one nominee or distribute such votes among two or more
nominees as such holder chooses.
Seventh. The following provisions are inserted for the
management of the business and the conduct of the affairs of
the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its
directors and stockholders:
A. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. In
connection with such management the directors shall be guided by
the philosophy and concepts of human and industrial association
of the Corporation as expressed in its Constitution. The Board
of Directors shall have the sole power to establish the rights,
qualifications, powers, duties, rules and procedures that from
time to time shall govern the Board of Directors and each of its
members and that from time to time shall affect the power of the
Board of Directors to manage the business and affairs of the
Corporation. Without limiting in any manner the scope and
generality of the foregoing, the Board of Directors shall have
the sole power (i) to elect and empower the officers of the
Corporation, (ii) to designate and empower committees of the
Board of Directors, (iii) to determine the time, place, notice,
quorum and voting requirements of meetings of the Board of
Directors and any committee thereof, and (iv) to determine the
manner in which action by the Board of Directors may be taken.
B. The Board of Directors shall have concurrent power with
the stockholders to adopt, amend or repeal the By-Laws of the
Corporation; provided, however, that (i) the By-Laws of the
Corporation shall not be adopted, amended or repealed by the
stockholders except by the affirmative vote of the holders of two-
thirds of the outstanding shares of Common Stock of the
Corporation, and (ii) no By-Law may be adopted by the
stockholders which shall impair or impede the power of the Board
of Directors under paragraph A of this Article Seventh.
C. The number of directors of the Corporation which shall
constitute the whole Board of Directors shall be not less than
six, the exact number of directors and the exact number of
directors in each class to be determined from time to time by the
Board of Directors. Election of directors need not be by written
ballot unless the By-Laws so provide.
(1) The Board of Directors shall
be divided into three classes, Class I, Class II,
and Class III, which shall be as nearly equal in
number as possible. Each director shall serve for
a term ending on the date of the third annual
meeting of stockholders following the annual
meeting at which such director was elected;
provided, however, that each initial director in
Class I shall hold office until the annual meeting
of stockholders next ensuing, each initial
director in Class II shall hold office until the
annual meeting of stockholders one year
thereafter, and each initial director in Class III
shall hold office until the annual meeting of
stockholders two years thereafter.
(2) If the number of directors is
changed, any increase or decrease shall be
apportioned among the three classes so as to
maintain the number of directors in each class as
nearly equal as possible. In no case will a
decrease in the number of directors shorten the
term of any incumbent director.
(3) Should a vacancy occur or be
created, whether arising through resignation,
retirement, removal from office, disqualification,
or death or through an increase in the number of
directors, such vacancy shall be filled by a
majority of the directors then in office although
less than a quorum, or by the sole remaining
director. Any director elected to fill a vacancy
shall hold office for the remaining term of the
class in which the vacancy shall have occurred or
shall have been created.
(4) Notwithstanding any of the
foregoing provisions of this paragraph C of
Article Seventh, each director shall serve until
his or her successor is elected and qualified or
until his or her earlier resignation, retirement,
removal from office, disqualification or death.
(5) Any director or the entire
Board of Directors may be removed from office at
any time, but only for cause and only by the
affirmative vote of the holders of two-thirds of
the outstanding shares of Common Stock of the
Corporation.
D. All action by stockholders shall be taken at a
meeting duly called and held. The stockholders of the
Corporation may not act by written consent.
E. Special meetings of the stockholders for any
proper purpose or purposes may be called by the Board of
Directors or by the Chairman of the Board of Directors, and
shall be called upon a request in writing therefore stating
the purpose or purposes thereof signed by the holders of two-
thirds of the outstanding shares of Common Stock of the
Corporation.
Eighth. The books of the Corporation may be kept (subject
to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time
to time by the Board of Directors or in the By-Laws of the
Corporation.
Ninth. The Corporation shall indemnify each director,
officer, employee or agent of the Corporation and each person who
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in the
manner and to the extent provided in the By-Laws of the
Corporation as the same may be amended from time to time.
Tenth. A director of the corporation shall not be liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director except to the extent such
exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law as the same exists or
may hereafter be amended.
Eleventh. Subject to the provisions of Article Fifth of this
Certificate of Incorporation, the Corporation reserves the right
to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or thereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
Certificate of Designations
Of
Series A Preferred Stock
Of
Woodward Governor Company
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
Woodward Governor Company, a corporation organized and existing
under the General Corporation Law of the State of Delaware
(hereinafter referred to as the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of
Directors of the Corporation (hereinafter referred to as the
"Board of Directors") pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware at a meeting of the
Board of Directors held on January 17, 1996:
RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors in accordance with the provisions of the
Certificate of Incorporation of the Corporation, the Board of
Directors hereby creates a series of the Preferred Stock, par
value $.01 per share (hereinafter referred to as the "Preferred
Stock"), of the Corporation and hereby states the designation and
number of shares, and fixes the relative rights, preferences and
limitations thereof as follows:
SERIES A PREFERRED STOCK:
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Preferred Stock"
(hereinafter referred to as the "Series A Preferred Stock") and
the number of shares constituting the Series A Preferred Stock
shall be 250,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred
Stock.
Section 2. Dividends and Distributions. (A) Subject to
the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior
to the shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock,
par value $.0625 per share (hereinafter referred to as the
"Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(B.) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless by payable on such subsequent Quarterly
Dividend Payment Date.
(C.) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the pro rata
on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60
days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series
A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote
of the stockholders of the Corporation. In the event the
Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred
Stock or any similar stock, or by law, the holders of shares
of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one
class on all matters submitted to a vote of stockholders of
the Corporation.
(C) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock shall
have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for the
taking of any corporate action.
Section 4. Certain Restrictions. (A) Whenever
quarterly dividends or other dividends or distributions payable
on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as
otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon
any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A
Preferred Stock distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares
of Series A Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock
and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such
case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
each share of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share, subject
to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to
such event.
Section 8. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall
rank, with respect to the payment of dividends and the
distribution of assets, junior to all series of any other class
of the Preferred Stock of the Corporation.
Section 10. Amendment. The Certificate of Incorporation
of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock,
voting together as a single class.
IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Chairman of the
Board and attested by its Secretary this 17th day of January,
1996, who do hereby affirm, under penalties of perjury, that the
foregoing Certificate of Designations is the act and deed of the
Corporation and that the facts stated therein are true.
WOODWARD GOVERNOR COMPANY
By
________________________________
John A. Halbrook, Chairman,
Chief Executive Officer and
President
Attest:
By ______/s/ Carol J. Manning________
Carol J. Manning, Secretary