RESTATED CERTIFICATE OF INCORPORATION
OF
GULFSTREAM AEROSPACE CORPORATION
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
The undersigned, Chris A. Davis, certifies that she is
the Executive Vice President, Chief Financial Officer and
Secretary of Gulfstream Aerospace Corporation, a corporation
organized and existing under the laws of the State of Delaware
(the "Corporation"), and does hereby further certify as follows:
(1) The name of the Corporation is Gulfstream
Aerospace Corporation. The name under which the Corporation was
originally incorporated was Gulfstream Holdings Corp.
(2) The Corporation's original certificate of
incorporation was filed with the Secretary of State of the State
of Delaware on February 14, 1990.
(3) Certificates of Amendment of the Certificate of
Incorporation were filed with the Secretary of State of the State
of Delaware on March 14, 1990 and September 18, 1990. An Amended
and Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on January 28, 1992,
and a Certificate of Amendment of the Amended and Restated
Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on November 30, 1993.
(4) This Restated Certificate of Incorporation, which
restates, integrates and further amends the certificate of
incorporation of the Corporation, was duly adopted by unanimous
stockholder written consent in accordance with Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware
(the "GCL").
(5) Pursuant to Section 103(d) of the GCL, this
Restated Certificate of Incorporation shall become effective at
8:00 a.m. on October 16, 1996 (the "Effective Time").
(6) The text of the Amended and Restated Certificate
of Incorporation of the Corporation as further amended hereby is
restated to read in its entirety as follows:
FIRST: The name of the Corporation is Gulfstream
Aerospace Corporation (the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust
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 GCL.
FOURTH: The total number of all shares of all classes
of capital stock which the Corporation shall have the authority
to issue is 320,000,000 divided into two classes of which
300,000,000 shares of par value $.01 per share shall be
designated Common Stock, and 20,000,000 shares of par value $.01
per share shall be designated Preferred Stock. At the Effective
Time, the terms of the Series A-1 Common Stock shall be amended
pursuant to this Restated Certificate of Incorporation and the
Series A-1 Common Stock shall be redesignated as Common Stock,
and each issued share of such Common Stock shall be subdivided
into 1.5 shares of Common Stock, with a par value of $.01 per
share.
A. Common Stock
1. Dividends. Subject to the preferential
rights, if any, of the Preferred Stock, the holders of shares of
Common Stock shall be entitled to receive, when and if declared
by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in
cash, in property, or in shares of Common Stock.
2. Voting Rights. Except as otherwise required
by law, at every annual or special meeting of stockholders of the
Corporation, every holder of Common Stock shall be entitled to
one vote, in person or by proxy, for each share of Common Stock
standing in such holder's name on the books of the Corporation.
3. Liquidation, Dissolution, or Winding Up. In
the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Corporation,
after payment or provision for payment of the debts and other
liabilities of the Corporation and of the preferential amounts,
if any, to which the holders of Preferred Stock shall be
entitled, the holders of all outstanding shares of Common Stock
shall be entitled to share ratably in the remaining net assets of
the Corporation.
B. Preferred Stock
1. Issuance. The Board of Directors of the
Corporation is authorized, subject to limitations prescribed by
law, to provide for the issuance of shares of the Preferred Stock
of the Corporation from time to time in one or more series, each
of which series shall have such distinctive designation or title
as shall be fixed by the Board of Directors prior to the issuance
of any shares thereof. Each such series of Preferred Stock shall
have such voting powers, full or limited, or no voting powers,
and such preferences and relative, participating, optional or
other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such series of Preferred
Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to
the authority hereby expressly vested in it, all in accordance
with the laws of the State of Delaware.
2. Amendment. Except as may otherwise be
required by law or this Restated Certificate of Incorporation,
the terms of any series of Preferred Stock may be amended without
consent of the holders of any other series of Preferred Stock or
of any class of Common Stock of the Corporation.
FIFTH: The business and affairs of the Corporation
shall be managed by and under the direction of the Board of
Directors. The Board of Directors may exercise all such
authority and powers of the Corporation and do all such lawful
acts and things as are not by statute or this Restated
Certificate of Incorporation directed or required to be exercised
or done by the stockholders.
A. Number of Directors. Except as otherwise fixed by
or pursuant to the provisions of this Restated Certificate of
Incorporation relating to the rights of the holders of Preferred
Stock to elect directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a
majority of the then authorized number of directors of the
Corporation, but in no event shall the number of directors be
fewer than three. No director need be a stockholder.
B. Classes and Terms of Directors. The directors
shall be divided into three classes (I, II and III), as nearly
equal in number as possible, and no class shall include less than
one director. The term of office for members of Class I shall
expire at the annual meeting of stockholders in 1997; the initial
term of office for members of Class II shall expire at the annual
meeting of stockholders in 1998; and the initial term of office
for members of Class III shall expire at the annual meeting of
stockholders in 1999. At each annual meeting of stockholders
beginning in 1997, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders
after their election, and shall continue to hold office until
their respective successors are elected and qualified. In the
event of any increase in the number of directors fixed by the
Board of Directors, the additional directors shall be so
classified that all classes of directors have as nearly equal
numbers of directors as may be possible. In the event of any
decrease in the number of directors, all classes of directors
shall be decreased equally as nearly as may be possible, but in
no case will a decrease in the number of directors shorten the
term of any incumbent director.
C. Newly-Created Directorships and Vacancies.
Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting
from any increase in the number of directors or any vacancies in
the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other
cause shall be filled only by a majority of the directors then in
office, even if less than a quorum is then in office, or by the
sole remaining director, and shall not be filled by stockholders.
Directors elected to fill a newly created directorship or other
vacancies shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created
or the vacancy occurred and until such director's successor has
been elected and has qualified.
D. Removal of Directors. Subject to the rights of
the holders of any series of Preferred Stock then outstanding,
the directors or any director may be removed from office at any
time, but only for cause, at a meeting called for that purpose,
and only by the affirmative vote of the holders of at least a
majority of the voting power of all issued and outstanding shares
of capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.
E. Rights of Holders of Preferred Stock.
Notwithstanding the foregoing provisions of this Article FIFTH,
whenever the holders of any one or more series of Preferred Stock
issued by the Corporation shall have the right, voting separately
by series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
rights and preferences of such Preferred Stock as set forth in
this Restated Certificate of Incorporation or in the resolution
or resolutions of the Board of Directors relating to the issuance
of such Preferred Stock, and such directors so elected shall not
be divided into classes pursuant to this Article FIFTH unless
expressly provided by such rights and preferences.
F. Written Ballot Not Required. Elections of
directors need not be by written ballot unless the Bylaws of the
Corporation shall otherwise provide.
SIXTH: To the fullest extent permitted under the law
of the State of Delaware, including the GCL, a director of the
Corporation shall not be personally liable to the Corporation or
its stockholders for damages for any breach of fiduciary duty as
a director. No amendment to or repeal of this Article SIXTH
shall apply to or have any effect on the liability or alleged
liability of any director or the Corporation for or with respect
to any acts or omissions of such director occurring prior to such
amendment or repeal. In the event that the GCL is hereafter
amended to permit further elimination or limitation of the
personal liability of directors, then the liability of a director
of the Corporation shall be so eliminated or limited to the
fullest extent permitted by the GCL as so amended without further
action by either the Board or Directors or the stockholders of
the Corporation.
SEVENTH: Each person who was or is made a party or is
threatened to be made a party to or is involved (including,
without limitation, as a witness) in any threatened, pending or
completed action, suit, arbitration, alternative dispute
resolution mechanism, investigation, administrative hearing or
any other proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), by reason of the fact that such
person (the "Indemnitee") is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan,
whether the basis of such Proceeding is alleged action in an
official capacity as a director or officer or in any other
capacity while serving as such a director or officer, shall be
indemnified and held harmless by the Corporation to the full
extent permitted by law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), or by other
applicable law as then in effect, against all expense, liability,
losses and claims (including attorneys' fees, judgments, fines,
excise taxes under the Employee Retirement Income Security Act of
1974, as amended from time to time, penalties and amounts to be
paid in settlement) actually incurred or suffered by such
Indemnitee in connection with such Proceeding.
EIGHTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly
authorized to adopt, repeal, alter, amend or rescind the Bylaws
of the Corporation. In addition, the Bylaws of the Corporation
may be adopted, repealed, altered, amended or rescinded by the
affirmative vote of the holders of at least a majority of the
voting power of all of the issued and outstanding shares of
capital stock of the Corporation entitled to vote thereon.
NINTH: The Corporation reserves the right to repeal,
alter, amend or rescind any provision contained in this Restated
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, Gulfstream Aerospace Corporation
has caused this Restated Certificate of Incorporation to be
signed by Chris A. Davis, its Executive Vice President, Chief
Financial Officer and Secretary, on this 10th day of October, 1996.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ Chris A. Davis
----------------------------
Chris A. Davis
Executive Vice President,
Chief Financial Officer and
Secretary