EXHIBIT 3.1
COMPOSITE CERTIFICATE OF INCORPORATION
OF
C&D TECHNOLOGIES, INC.
(This Composite Certificate of Incorporation is being filed to comply
with Item 601(3)(i) of Regulation S-K. It consists of a composite of the
Corporation's Restated Certificate of Incorporation and the amendments thereto.
It has not been filed with the Secretary of State of Delaware in this form.)
FIRST: The name of the Corporation is C&D TECHNOLOGIES, INC.
SECOND: The registered office of the Corporation is located at 299 South State
Street, in the City of Dover, in the County of Kent, in the State of Delaware.
The name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act of
activity for which a Corporation may be organized under the General Corporation
Law of the State of Delaware. Without limiting in any manner the scope and
generality of the foregoing, it is hereby provided that the Corporation shall
have the power to do all and everything necessary suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers of which a corporation may be organized
under the General Corporation Law of the State of Delaware, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the Corporation's business or powers or any part or parts
thereof, provided the same be not inconsistent with said General Corporation
Law; and it shall have the power to conduct and carry on its business, or any
part thereof, and to have one or more offices, and to exercise any or all of its
corporate powers and rights, in the State of Delaware, and in the various other
states, territories, colonies and dependencies of the United States, in the
District of Columbia, and in all or any foreign countries.
FOURTH: The total number of shares of capital stock that may be issued by the
Corporation is 10,000,000 shares of common stock, par value $.01 per share.
FIFTH: The name and address of the sole incorporator are as follows:
Name Address
Steven J. Wright 488 Madison Avenue
New York, New York 10022
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and its
directors and stockholders:
1. The number of directors of the Corporation shall be such as from
time to time shall be fixed by, or in the manner provided in the by-laws.
Election of directors need not be by ballot unless the by-laws so provide.
2. The Board of Directors shall have power, without the assent or vote
of the stockholders:
(a) to make, alter, amend, change, add or repeal the by-laws of
the Corporation; to fix and vary the amount to be reserved for any
proper purpose; to authorize and cause to be executed mortgages and
liens upon all or any part of the property of the Corporation; to
determine the use and disposition of any surplus or net profits; to
declare dividends; and to fix the record date and the date for the
payment of any dividends; and
(b) to determine from time to time whether and to what extent,
and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation (other than the
stock ledger) or any of them, shall be open to the inspection of the
stockholders.
3. The directors in their discretion may submit any contract or act
for approval or ratification by the written consent of the stockholders, at any
annual meeting of the stockholders or at any special meeting of the stockholders
called for the purpose of considering any such act or contract, and any contract
or act that shall be approved or ratified by the written consent or vote of the
holders of a majority of the stock of the Corporation (which in the case of a
meeting is represented in person or by proxy at such meeting, provided a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the corporation,
whether or not the contract or act would otherwise be open to legal attack
because of the directors' interest, or for any other reason.
4. In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been valid if such
by-laws had not been made.
SEVENTH: The corporation shall, to the full extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for the 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 the
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 the 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, and/or of the stockholders
or class of stockholders of the Corporation, as the case may be, agree to any
compromise or arrangement and the said reorganization of the 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
the Corporation, as the case may be, and also on the Corporation.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.