EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
OF
ARMTEC DEFENSE PRODUCTS CO.
* * * * *
A STOCK CORPORATION
ARTICLE I. NAME
The name of the corporation is
ARMTEC DEFENSE PRODUCTS CO.
ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III. PURPOSES
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 IV. SHARES
The total number of shares of all stock which the corporation
shall have authority to issue is one thousand (1,000) shares of common stock
having a par value of $.001 per share, all of which shall be the same class.
ARTICLE V. CUMULATIVE VOTING
The right to cumulate votes in the election of directors shall
not exist with respect to shares of stock of this corporation.
ARTICLE VI. PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of
stock or securities convertible into shares of stock of this corporation.
ARTICLE VII. INCORPORATOR
The name and mailing address of the incorporator is as
follows:
Name Mailing Address
---- ---------------
Sheri A. Doyle Bank of California Center
Seattle, Washington 98164
ARTICLE VIII. DIRECTORS
The business and affairs of the corporation shall be managed
by or under the direction of the board of directors. The corporation shall have
three (3) first directors, whose names and mailing addresses are as follows:
Name Mailing Address
---- ---------------
Wendell P. Hurlbut 10800 N.E. 8th Street
Bellevue, Washington 98004
Carroll M. Martenson 10800 N.E. 8th Street
Bellevue, Washington 98004
Robert W. Stevenson 10800 N.E. 8th Street
Bellevue, Washington 98004
The initial directors shall serve until the first annual
meeting of stockholders and until their successors are elected and qualified.
The directors need not be elected by ballot unless required by the bylaws of the
corporation.
ARTICLE IX. BYLAWS
In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the bylaws of the corporation.
ARTICLE X. AMENDMENT
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 statute, and all rights conferred upon
stockholders herein are granted subject to his reservation.
ARTICLE XI. DURATION
The corporation is to have perpetual existence.
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ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY AND DIRECTOR AND
OFFICER INDEMNIFICATION
(a) Liability. 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 is amended after the effective date of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
(b) Indemnification. The corporation shall indemnify, in
the manner and to the full extent permitted by law, any person (or the estate of
any person) who was or is a party to, or is threatened to be made a party to any
threatened, pending or complete action, suit or proceeding, whether or not by or
in the right of the corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer or employee of the corporation, or is or was serving at the
request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
corporation may, to the full extent permitted by law, purchase and maintain
insurance on behalf of any such person against any liability which may be
asserted against him or her. To the full extent permitted by law, the
indemnification provided herein shall include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, and, in the manner
provided by law, any such expenses may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding. The indemnification
provided herein shall not be deemed to limit the right of the corporation to
indemnify any other person for any such expenses to the full extent permitted by
law, nor shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office.
Any repeal or modification of the foregoing 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.
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I, Sheri A. Doyle, 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 12th day of September, 1989.
/s/ SHERI A. DOYLE
---------------------------
Sheri A. Doyle
Incorporator
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