EXHIBIT 3(i)
CERTIFICATE AUTHORIZING THE FILING OF COMPOSITE
CERTIFICATE OF INCORPORATION
E-SYSTEMS, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY.
That the filing and recording of the Composite Certificate of Incorporation
of E-SYSTEMS, INC., a true and correct copy of which is attached hereto, was
duly authorized by the Company's Board of Directors at a meeting duly called and
held on November 24, 1987.
IN WITNESS WHEREOF, said E-SYSTEMS, INC. has caused this certificate to be
signed by JAMES W. CROWLEY, its Vice President and attested by LUTHER B. TERRY,
its Assistant Secretary this 16th day of March, 1988.
By: James W. Crowley
Vice President
ATTEST:
By: Luther B. Terry
Assistant Secretary
COMPOSITE
CERTIFICATE OF INCORPORATION
OF
E-SYSTEMS, INC.
FIRST. The name of the corporation is
E-SYSTEMS, INC.
SECOND. The corporation's principal office in the State of Delaware is
located at No. 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name and address of its resident agent is The Corporation Trust
Company, No. 100 West Tenth Street, Wilmington 99, Delaware.
THIRD. The purpose of the 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.
FOURTH. This corporation is authorized to issue 50,185,000 shares of
capital stock. Fifty million (50,000,000) of the authorized shares shall be
Common Stock, One Dollar ($1.00) par value each; and One Hundred Eighty-five
Thousand (185,000) of the authorized shares shall be preferred stock, Twenty
Dollars ($20.00) par value each. Shares of preferred stock may be issued from
time to time in one or more series to have such distinctive designation and
title as may be fixed by the Board of Directors prior to the issuance of any
shares thereof. Each such series shall have such preferences and relative,
participating, optional or other special rights, with such qualifications,
limitations, or restrictions of such preferences and/or rights as shall be
stated in the 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, in accordance with the
laws of the State of Delaware. Each share of any series of preferred stock
shall be identical with all other shares of such series, except as to the date
from which accumulated preferred dividends, if any, shall be cumulative.
FIFTH. Cumulative voting for the election of directors shall not be
permitted.
SIXTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000).
SEVENTH. The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
A. D. Atwell Wilmington, Delaware
F. J. Obara, Jr. Wilmington, Delaware
A. D. Grier Wilmington, Delaware
EIGHTH: The corporation is to have perpetual existence.
NINTH. The private property of the stockholders shall not be subject to
the payment of the corporate debts or any extent whatever.
TENTH. The following provisions are adopted for the management of the
business and for the conduct of the affairs of the corporation, and for
creating, defining, limiting and regulating the powers of the corporation, its
directors, and stockholders:
(a) The business of the corporation shall be managed by its Board of
Directors and the Board of Directors shall have power to exercise all the powers
of the corporation, including (but without limiting the generality hereof) the
power to create mortgages upon the whole or any part of the property of the
corporation, real or personal, without any action of or by the stockholders,
except as otherwise provided by statute or by the By-Laws.
(b) The number of directors which shall constitute the whole Board
of Directors shall be such as is from time to time fixed in the manner provided
in the By-Laws, but in no case shall the number be less than three (3).
(c) (1) The directors (other than any directors which may be elected
by the class vote of any series of the preferred stock of the corporation
pursuant to the terms thereof, which directors shall be elected at the time and
serve for the term specified in the resolutions providing for the issue of such
series of preferred stock) shall be divided into three classes, each consisting
of one-third of such directors as nearly as may be.
(2) At the annual meeting of stockholders in 1972, one class of
such directors shall be elected for a one-year term, one class for a two-year
term and one class for a three-year term. At each succeeding annual meeting of
stockholders, successors to the class of directors whose term expires in that
year shall be elected for a three-year term. If the number of such directors
is changed, any increase or decrease in such directors shall be apportioned
among the classes so as to maintain the classes as nearly equal in number as
possible, and any additional director to any class shall hold office for a term
which shall coincide with the term of such class.
(3) A director shall hold office until the annual meeting for
the year in which his term expires or his successor is elected and qualified;
subject however, to prior resignation, death or removal of any director, the
term of his successor shall be the same term as that of the director who has
so resigned, died or been removed. At each election the persons receiving the
greatest number of votes shall be the directors.
(d) The Board of Directors shall have power to make, alter or repeal
By-Laws, subject to such restrictions upon the exercise of such power as may be
imposed by the stockholders in any By-Laws adopted by them from time to time.
(e) The Board of Directors shall have power in its discretion to fix,
determine, and vary form time to time the amount to be retained as surplus, and
the amount or amounts to be set apart out of any of the funds of the corporation
available for dividends, as working capital, or a reserve or reserves for any
proper purpose, and to abolish any such reserve in the manner in which it was
created.
(f) The Board of Directors shall have power in its discretion from
time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the books and accounts of the
corporation, or any of them, other than the stock ledger shall be open to the
inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the corporation, except as conferred
by law or authorized by resolution of the directors of the stockholders.
(g) Upon any sale, exchange or other disposal of the property and/or
assets of the corporation, payment therefore may be made either to the
corporation or directly to the stockholders in proportion to their interests,
upon the surrender of their respective stock certificates, or otherwise, as the
Board of Directors may determine.
(h) The Board of Directors shall have the power, by resolution adopted
by the affirmative vote of a majority of the whole Board of Directors, to
appoint one or more committees, including, but not limited to, an executive
committee, each committee to consist of two or more of the directors of the
corporation. Any such committee or committees, to the extent provided in the
resolution or in the By-Laws or in the laws of the State of Delaware and subject
thereto, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation.
(i) A special meeting of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board or by the President and shall be called by the President or
Secretary at the
request in writing of a majority of the Board of Directors or at the request in
writing of stockholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding and entitled to vote.
(j) Notice of each meeting of stockholders, whether annual or special,
shall, at least ten days before the day on which the meeting is to be held, be
given to each stockholder of record entitled to vote by delivering a written or
printed notice thereof to him personally, or by mailing such notice in a postage
paid envelope addressed to him at his address as it appears on the stock books
of the corporation; provided, that no notice of any character of any meeting of
stockholders need be given to any stockholder to whom the delivery, mailing or
other giving of such notice would be unlawful (either absolutely or without
official license or consent) pursuant to the provisions of any law of the United
States or any rule, regulation, proclamation or executive order issued pursuant
thereto. Except as otherwise required by statute, no publication of any notice
of a meeting of stockholders shall be required. Every notice of a special
meeting of stockholders, besides stating the time and place of the meeting,
shall state briefly the purposes thereof.
(k) (1) Except as otherwise provided in this certificate of
incorporation, the affirmative vote of the holders of at least a majority of the
outstanding capital stock of the corporation entitled to vote shall be required
to authorize, adopt or approve any of the following:
A. The merger or consolidation of this corporation with or
into any other corporation or corporations organized under the laws of the State
of Delaware or any other state or country in the manner now or hereafter
permitted by law, except to the extent the vote of the stockholders is not
required under Sections 251 (f), 252 (e) or 253 of the General Corporation Law
of the State of Delaware or similar provisions of any succeeding legislation;
or
B. The sale, exchange, lease, transfer or other disposition
of all or substantially all the property or assets of this corporation including
its good will in a manner now or hereafter permitted by law, and in connection
therewith the winding up of its affairs and its dissolution.
(2) The affirmative vote of the holders of at least 80% of the
outstanding capital stock of the corporation entitled to vote shall be required
to authorize, adopt or approve any of the following:
A. The sale, exchange, lease, transfer or other disposition
by the corporation of all or substantially all of its property or assets to a
related corporation or an affiliate of a related corporation; or
B. The consolidation of the corporation or its merger with
or into a related corporation or an affiliate of a related corporation; or
C. The merger into the corporation of a related corporation
or an affiliate of a related corporation; or
D. Any issuance or delivery of capital stock or other
securities of the corporation in exchange or payment for any properties or
assets of any related corporation or any affiliate of a related corporation in
a transaction for which the approval of stockholders of the corporation is
required by law or by any agreement between the corporation and any national
securities exchange; or
E. An agreement, contract or other arrangement with a
related corporation providing for any of the transactions described in the
foregoing clauses of this paragraph (2).
For the purpose of this paragraph (k), a 'related corporation' in
respect of a given transaction shall mean any corporation (other than the
corporation) which, together with affiliated and associated persons, owns of
record or beneficially, directly or indirectly, shares of the corporation
representing more than 5% of the total voting power of outstanding capital stock
entitled to vote upon such transaction as of the record date used to determine
the stockholders of the corporation entitled to vote on such transaction; an
'affiliate' of a related corporation shall mean any individual, joint venture,
trust, partnership or corporation which directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the related corporation; and an 'associated person' of a related
corporation shall mean any officer or director or any beneficial owner directly
or indirectly of 10% or more of any class of equity security of such related
corporation or any affiliate. The determination of the Board of Directors of the
corporation, based on information known to the Board of Directors and made in
good faith, shall be conclusive as to whether any corporation is a related
corporation as defined in this paragraph (k).
(1) No action of the holders of the Common Stock of the
corporation may be taken by consent in lieu of a meeting.
ELEVENTH. 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 of 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 the application of trustees in dissolution or of any 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 or 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 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.
TWELFTH. No contract or other transaction between the corporation and any
other corporation, firm or individual shall be affected or invalidated by the
fact that any one or more of the directors or officers of this corporation is or
are interested in or is a director or officer of such other corporation, or a
member of such firm, and any director or officer, individually or jointly, may
be a party to or may be interested in any contract, or transaction, of this
corporation or in which this corporation is interested, and no contract, act or
transaction of this corporation with any person or persons, firms or
corporations, shall be affected or invalidated by the fact that any director or
officer of this corporation is a party to or interested in such contract, act or
transaction, or in any way connected with such person or persons, firms or
corporations, and each and every person who may become a director or officer of
this corporation is hereby relieved from any liability that might otherwise
exist from contracting with the corporation for the benefit of himself or any
firm or corporation in which he may be in anywise interested.
THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the By-Laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws. Elections of directors need not be by
ballot unless the By-Laws shall so provide.
FOURTEENTH. To the full extent permitted by the General Corporation Law of
the State of Delaware or any other applicable laws as presently or hereafter in
effect, no Director of the corporation shall be personally liable to the
corporation or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a
Director of the corporation. No amendment to or repeal of this Article
Fourteenth shall apply to or have any effect on the liability or alleged
liability of any Director of the corporation for or with respect to any acts or
omissions of such Director occurring prior to such amendment.
FIFTEENTH. 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 this reservation.
We, the undersigned, being each of the incorporators 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 the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 28th day of December, A.D. 1964.
A. D. ATWELL (L.S.)
F. J. OBARA, JR (L.S.)
A. D. GRIER (L.S.)
STATE OF DELAWARE )
)
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 28th day of December, 1964, personally came before
me, a Notary Public for the State of Delaware, A. D. Atwell, F. J. Obara, Jr.
and A. D. Grier, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts therein stated are truly set forth.
GIVEN UNDER MY HAND AND SEAL of office the day and
HOWARD K. WEBB
NOTARY PUBLIC
APPOINTED JUNE 27, 1964
STATE OF DELAWARE
TERM 2 YEARS
HOWARD K. WEBB
Notary Public