CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Air Express International Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Air Express International
Corporation, by the unanimous vote of its members, duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the shareholders of said Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that a proposal shall be presented for vote
by the shareholders of the corporation at the 1998 Annual
Meeting on the Board of Directors' recommendation that the
Company's Certificate of Incorporation be amended to provide
for an increase in the number of shares of stock which the
Company shall have authority to issue from forty-one million
(41,000,000) shares to one hundred and one million
(101,000,000) shares of which one hundred million
(100,000,000) shares shall be Common Stock with a par value
of one cent ($.01) per share and one million (1,000,000)
shares which shall be Preferred Stock with a par value of
one dollar ($1.00) per share.
SECOND: That thereafter, pursuant to the foregoing resolution of its Board
of Directors, a meeting of the shareholders of said corporation was duly called
and held on June 18, 1998 upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment to
the Certificate of Incorporation.
THIRD: That said amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Air Express International Corporation has caused
this certificate to be signed by Dennis M. Dolan, its Vice President, and
attested by Daniel J. McCauley, its Secretary, this 22nd day of June, 1998.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /s/DENNIS M.DOLAN
---------------------------
Dennis M. Dolan,
Vice President
ATTEST:
By: /s/ DANIEL J. MCCAULEY
------------------------------
Daniel J. McCauley,
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Air Express International Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Air Express International
Corporation, by the unanimous vote of its members, duly adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the shareholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that a proposal shall be presented for vote
by the shareholders of the corporation at the 1992 Annual
Meeting on the Board of Directors' recommendation that the
Company's Certificate of Incorporation be amended to provide
for an increase in the number of shares of stock which the
Company shall have authority to issue from eleven million
(11,000,000) shares to forty-one million (41,000,000) shares
of which forty million (40,000,000) shares shall be Common
Stock with a par value of one cent ($.01) per share and one
million (1,000,000) shares which shall be Preferred Stock
with a par value of one dollar ($1.00) per share.
SECOND: That thereafter, pursuant to the foregoing resolution of its Board
of Directors, a meeting of the shareholders of said corporation was duly called
and held on June 25, 1992 upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment to
the Certificate of Incorporation.
THIRD: That said amendment to the Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Air Express International Corporation has caused
this certificate to be signed by Dennis M. Dolan, its Vice President, and
attested by Daniel J. McCauley, its Secretary, this 29th day of June, 1992.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /s/ DENNIS M. DOLAN
------------------------
Dennis M. Dolan,
Vice President
ATTEST:
By: /s/ DANIEL J. McCAULEY
---------------------------
Daniel J. McCauley
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Air Express International Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Air Express International
Corporation, by the unanimous written consent of its members, filed with the
minutes of the board, duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by adding Article Ninth thereof so
that as amended, said Article shall be and read as follows:
"No Director shall have any personal liability to the
Company or its shareholders for any monetary damages for
breach of fiduciary duty as a Director, except that this
Article shall not eliminate or limit the liability of each
Director (i) for any breach of such Director's duty of
loyalty to the Company 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 such Director derived an
improper personal benefit. This Article shall not eliminate
or limit the liability of such Director for any act or
omission occurring prior to the date when this Article
becomes effective."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a meeting of the shareholders of said corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Air Express International Corporation has caused
this certificate to be signed by Walter L. McMaster, its Vice President, and
attested by David L. Dephtereos, its Secretary, this 30th day of June, 1987.
AIR EXPRESS INTERNATIONAL CORPORATION
By: /s/ WALTER L. McMASTER
--------------------------
Walter L. McMaster
Vice President
ATTEST:
By: /s/ DAVID L. DEPHTEREOS
---------------------------
David L. Dephtereos
Secretary
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CERTIFICATE OF MERGER
OF
AIR EXPRESS INTERNATIONAL CORPORATION
AND
AIR EXPRESS INTERNATIONAL MERGING CORPORATION
(Pursuant to Section 252(c) of the General
Corporation Law of the State of Delaware)
AIR EXPRESS INTERNATIONAL CORPORATION, a corporation organized and existing
under the laws of the State of Illinois and AIR EXPRESS INTERNATIONAL MERGING
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware, DO HEREBY CERTIFY:
FIRST: That Air Express International Corporation was incorporated on
September 21, 1946, pursuant to the Business Corporation Act of the State of
Illinois (AEI-Illinois) and Air Express International Merging Corporation was
incorporated on October 2, 1981, pursuant to the General Corporation Law of the
State of Delaware (AEI-Delaware).
SECOND: Pursuant to the requirements of Section 252(c) of the Delaware
General Corporation Law and Section 69a of the Illinois Business Corporation
Act, an agreement of merger (the "Agreement of Merger") between AEI-Illinois and
AEI-Delaware has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations.
THIRD: The name of the surviving corporation shall be AIR EXPRESS
INTERNATIONAL MERGING CORPORATION, which shall change its name to AIR EXPRESS
INTERNATIONAL CORPORATION effective upon filing of the Certificate of Merger.
FOURTH: The Certificate of Incorporation of the surviving corporation shall
be the Certificate of Incorporation of AIR EXPRESS INTERNATIONAL MERGING
CORPORATION with no amendments or changes other than the change of name set
forth in Article THIRD hereof.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of AEI-Delaware, the surviving corporation, at 151 Harvard Avenue,
Stamford, Connecticut 06902.
SIXTH: A copy of the Agreement of Merger was provided to each stockholder
of AEI-Illinois as Annex I to the Proxy Statement of AEI-Illinois dated October
21, 1981 which was mailed to each stockholder of record on October 22, 1981 and
an additional copy will be provided without charge to any stockholder of either
constituent corporation who so requests.
SEVENTH: The authorized Capital Stock of AEI-Illinois is 5,000,000 shares
of Common Stock, par value $.01 per share, and 10,000 shares of $6.00 cumulative
convertible preferred stock, par value $1.00 per share.
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EIGHTH: The Merger shall be effective on the 31st day of December, 1981.
IN WITNESS WHEREOF, we have signed this certificate on the 23rd day of
December, 1981.
AIR EXPRESS INTERNATIONAL CORPORATION,
ATTEST: an Illinois corporation
/s/ MARTIN HOFFENBERG By: /s/ JOSEPH N. BERG
- --------------------- -----------------------
Secretary President
AIR EXPRESS INTERNATIONAL MERGING CORPORATION,
a Delaware corporation
ATTEST:
/s/ MARTIN HOFFENBERG By: /s/ JOSEPH N. BERG
- --------------------- ------------------------
Secretary President
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CERTIFICATE OF INCORPORATION
OF
AIR EXPRESS INTERNATIONAL MERGING CORPORATION
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:
FIRST: The name of this corporation (hereinafter called the "corporation")
is Air Express International Merging Corporation.
SECOND: The address, including street, number, city and county, of the
registered office of the corporation in the State of Delaware is 100 West Tenth
Street, City of Wilmington, County of New Castle (zip code 19801); and the name
of the registered agent of the corporation in the State of Delaware at such
address is The Corporation Trust Company.
THIRD: The nature of the business and of the purposes to be conducted and
promoted by the corporation are to conduct any lawful business, to promote any
lawful purpose, and 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 stock which the corporation shall
have authority to issue is Eleven Million (11,000,000) shares, 10,000,000 of
which shall be Common Stock of the par value of $.01 per share and 1,000,000 of
which shall be Preferred Stock of the par value of $1.00 per share.
The designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of each
class of stock, are as follows:
1. The Preferred Stock may be issued in one or more series and may be 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
fixed by the Board of Directors pursuant to authority hereby expressly granted
to it, and as shall be stated and expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors pursuant
to authority expressly vested in it by these provisions.
2. Any Preferred Stock or series thereof may be made subject to redemption
at such time or times and at such price or prices as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors as hereinabove provided.
3. The holders of Preferred Stock or of any series thereof shall be
entitled to receive dividends at such rates, on such conditions and at such
times as shall be stated and expressed in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such relation to, the
dividends payable on any other class or classes of stock, and cumulative or
non-cumulative as shall be so stated and expressed.
4. The holders of Preferred Stock or of any class or of any series thereof,
shall be entitled to such rights upon the dissolution of, or upon any
distribution of the assets of, the corporation as shall be stated and expressed
in the resolution or resolutions providing for the issue of such stock adopted
by the Board of Directors as hereinabove provided.
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5. Any Preferred Stock of any class or of any series thereof may be made
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or of any other class or classes of stock of the
corporation, at such price or prices or at such rates of exchange and with such
adjustments as shall be stated and expressed or provided for in the resolution
or resolutions providing for the issue of such stock adopted by the Board of
Directors as hereinabove provided.
6. Except as otherwise by statute or by the resolutions providing for the
issue of Preferred Stock specifically provided, the Preferred Stock shall have
no voting power, and the Common Stock shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be taken. Each holder
of Common Stock of the Corporation entitled to vote shall have one vote for each
share thereof held.
7. Any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series, not
inconsistent with law and this Certificate shall be as stated and expressed in
the resolutions or resolutions providing for the issue of such stock adopted by
the Board of Directors as hereinabove provided.
FIFTH: The name and mailing address of the incorporator are as follows:
Lois M. Novotny, Stroock & Stroock & Lavan, 61 Broadway, New York, New York
10006.
SIXTH: 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 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 Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any
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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 of 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.
SEVENTH: The original By-Laws of the corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.
EIGHTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or by any successor thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed
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exclusive of any other rights to which those seeking indemnification may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
Executed at New York, New York on October 1, 1981.
/s/ LOIS M. NOVOTNY
------------------------------
Lois M. Novotny, Incorporator
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