Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
ALASKA AIR GROUP, INC.
ARTICLE 1. NAME
The name of this corporation is Alaska Air Group, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801, and the name of its initial registered agent at such address is
The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
ARTICLE 4. SHARES
4.1 Authorized Capital. The total number of shares of all classes of
stock which this corporation shall have authority to issue is 35,000,000 shares,
of which 5,000,000 shares shall be preferred stock having a par value of $1.00
per share and 30,000,000 shares shall be common stock having a par value of
$1.00 per share.
4.2 Issuance of Preferred Stock in Series. The Board of Directors of
this corporation (the "Board of Directors") is expressly authorized to adopt,
from time to time, a resolution or resolutions providing for the issuance of
preferred stock in one or more series, to fix the number of shares in each such
series and to fix the designations and the powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations and restrictions, of each such series, including, but not limited
to, dividend rates, conversion rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and liquidation
preferences. Any of the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any such series may be made
dependent upon facts ascertainable outside of this Certificate of Incorporation
or of any amendment hereto, or outside the resolution or resolutions providing
for the issuance of such series adopted by the Board of Directors, provided that
the manner in which such facts shall operate upon the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of such series is clearly and expressly set forth in the resolution
or resolutions providing for the issuance of such series adopted by the Board of
Directors.
4.3 Dividends. Subject to any preferential rights granted for any
series of preferred stock, the holders of shares of the common stock shall be
entitled to receive dividends, out of the funds of this corporation legally
available therefor, at such rates and at such times as may be determined by the
Board of Directors. The holders of shares of the preferred stock shall be
entitled to receive dividends to the extent determined by the Board of Directors
in designating the particular series of preferred stock.
12
Restated Certificate of Incorporation of
Alaska Air Group, Inc.
Page 2
4.4 Voting. The holders of shares of the common stock, on the basis of
one vote per share, shall have the right to vote for the election of members of
the Board of Directors and the right to vote on all other matters, except those
matters in which a separate class of stockholders vote by class or series. To
the extent provided in a resolution of the Board of Directors authorizing the
issue of a series of preferred stock, the holders of each such series shall have
the right to vote for the election of members of the Board of Directors and the
right to vote on all other matters, except those matters in which a separate
class of stockholders vote by class or series.
ARTICLE 5. INCORPORATOR
The name and mailing address of the incorporator is:
Jan David Blais
19300 Pacific Highway South
Seattle, Washington 98188
ARTICLE 6. DIRECTORS
The Board of Directors shall be composed of no less than nine and no
more than fifteen Directors, the specific number to be set by resolution of the
Board of Directors; provided, that the Board of Directors may be less than nine
until vacancies are filled. The Board of Directors shall be divided into three
classes, with said classes to be as equal in number as may be possible. The term
of office of each class shall initially be as follows:
Class Term
----- ----
Class 1 Until the 1986 annual meeting of stockholders
Class 2 Until the 1987 annual meeting of stockholders
Class 3 Until the 1988 annual meeting of stockholders
Subsequent to the expiration of the initial term, a Director's term shall be
three years, and each Director shall serve for the term for which he was elected
or until his successor shall have been elected and qualified, whichever is
later, or until his death, resignation or removal from office.
ARTICLE 7. INITIAL BOARD OF DIRECTORS
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The names, mailing addresses and classifications of the persons who
are to serve as Directors until the annual meeting of stockholders at which
their term expires or until their successors are elected and qualify are:
Name Mailing Address Class
---- --------------- -----
William H. Clapp 19300 Pacific Highway South 1
Seattle, Washington 98188
Restated Certificate of Incorporation of
Alaska Air Group, Inc.
Page 3
Charles Q. Conway 19300 Pacific Highway South 1
Seattle, Washington 98188
Ronald F. Cosgrave 19300 Pacific Highway South 1
Seattle, Washington 98188
Richard A. Wien 19300 Pacific Highway South 2
Seattle, Washington 98188
Byron I. Mallott 19300 Pacific Highway South 2
Seattle, Washington 98188
Robert L. Parker, Jr. 19300 Pacific Highway South 2
Seattle, Washington 98188
Bruce R. Kennedy 19300 Pacific Highway South 3
Seattle, Washington 98188
O. F. Benecke 19300 Pacific Highway South 3
Seattle, Washington 98188
Mary Jane Fate 19300 Pacific Highway South 3
Seattle, Washington 98188
ARTICLE 8. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws for this corporation, at a duly called meeting or by written consent
in accordance with Article 9, subject to the power of the stockholders to adopt,
amend or repeal such Bylaws, and, to the extent, if any, provided by resolution
of the Board of Directors providing for the issue of a series of preferred
stock, by the affirmative vote of the holders of not less than a majority of the
outstanding shares of each such series entitled to vote thereon.
ARTICLE 9. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action which could be taken at any annual or special meeting of the
stockholders may be taken without a meeting, without prior notice and without a
vote, if a written consent setting forth the action so taken is signed by all
stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE 10. SPECIAL VOTING
If this corporation has a "controlling stockholder", the affirmative
vote of the holders of not less than 80% of the outstanding shares of voting
stock shall be required for this corporation to (a) consolidate with, or merge
with any other corporation, (b) convey to any corporation or other person or
otherwise dispose of all or substantially all of its assets, or (c) dispose of
by any means all of substantially all of the stock or assets of any major
subsidiary. For purposes of this Article, a controlling stockholder is a person
who, including associates of such person, is the
Restated Certificate of Incorporation of
Alaska Air Group, Inc.
Page 4
beneficial owner of more than 15% of the voting power of this corporation. This
voting requirement shall not be applicable if 80% of the disinterested members
(not representing or being associated with the controlling stockholder) of this
corporation's full Board of Directors have voted in favor of the proposed
consolidation, merger, conveyance, or disposition.
If there is a controlling stockholder, this Article 10 can be amended
only by the affirmative vote of 80% of the voting power of this corporation. Any
determination made by the Board of Directors, on the basis of information at the
time available to it, as to whether any person is an associate of a controlling
stockholder, shall be conclusive and binding for all purposes of this Article
10.
The Board of Directors, when evaluating any offer of another party to
(a) make a tender or exchange offer for any equity security of this corporation,
(b) merge or consolidate this corporation with another corporation, or (c)
purchase or otherwise acquire all or substantially all of the properties and
assets of this corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interests of this corporation and
its stockholders, give due consideration to all relevant factors, including,
without limitation, the social and economic effects on the employees, customers
and other constituents of this corporation.
Restated Certificate of Incorporation of
Alaska Air Group, Inc.
Page 5
ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a Director of the corporation shall
not be liable to the corporation or it's stockholders for monetary damages for
conduct as a Director. Any amendment to or repeal of this Article 11 shall not
adversely affect any right or protection of a Director of the corporation for or
with respect to any acts or omissions of such Director occurring prior to such
amendment or repeal.
Terms of the masculine gender used for convenience in this Certificate
of Incorporation should be understood in the feminine gender where appropriate.
I, Jan David Blais, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly I have hereunto set my hand this 15th day of March, 1985.
Jan David Blais, Incorporator
---------------------------------------
Jan David Blais, Incorporator
IN WITNESS WHEREOF, said Alaska Air Group, Inc. has caused this
certificate to be signed by its Chairman, Chief Executive Officer and President,
and attested by its Secretary this 29th day of June, 1987.
Alaska Air Group, Inc.
By /S/
--------------------------------------
Bruce R. Kennedy
Chairman, Chief Executive
Officer and President
ATTEST:
By /S/
-----------------------------
Marjorie E. Laws, Secretary
Exhibit 1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ALASKA AIR GROUP, INC.
ALASKA AIR GROUP, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
That at a meeting of the Board of Directors of Alaska Air Group, Inc.,
a resolution was duly adopted setting forth a proposed amendment to the Restated
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 Section 4.1 of Article IV of the Company's
Certificate of Incorporation be, and hereby is, amended to read as
follows, effective upon approval by the stockholders of the corporation
and upon filing and recording pursuant to the laws of the state of
Delaware:
"The total number of shares of all classes of stock which this
corporation shall have authority to issue is 105,000,000
shares, of which 5,000,000 shares shall be preferred stock
having a par value of $1 per share and 100,000,000 shares
shall be common stock having a par value of $1 per share."
That thereafter, pursuant to resolution of its Board of Directors, the
annual meeting of the stockholders of said corporation was duly called and held
on May 18, 1999, 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.
That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporate Law of the State of Delaware.
IN WITNESS WHEREOF, said Alaska Air Group, Inc. has caused this
certificate to be signed by Keith Loveless, its Corporate Secretary and
Associate General Counsel, this 19th day of May, 1999.
Alaska Air Group, Inc.
BY /S/
-------------------------------------
Keith Loveless
Corporate Secretary and
Associate General Counsel