CERTIFICATE OF INCORPORATION
OF
AVIATION DISTRIBUTORS INCORPORATED
1. The name of the Corporation is Aviation Distributors Incorporated.
2. 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.
3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").
4. The total number of shares of capital stock that the Corporation shall
have authority to issue is 10,000,000 shares of Common Stock, each having a par
value of one penny ($.01), and 3,000,000 shares of Preferred Stock, each having
a par value of one penny ($.01).
The Board of Directors is expressly authorized to provide for the issuance
of all or any shares of Preferred Stock in one or more classes or series, and to
fix for each such class or series such voting powers, full or limited, or no
voting powers, and such distinctive designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such class or series and as may be permitted by the GCL, including,
without limitation, the authority to provide that any such class or series may
be (i) subject to redemption at such time or times and at such price or prices;
(ii) entitled to receive dividends (which may be cumulative or non-cumulative)
at such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or classes
or any other series: or (iii) entitled to such rights upon the dissolution of,
or upon
any distribution of the assets of, the Corporation, all as may be stated in such
resolution or resolutions.
5. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
5.1 The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.
5.2 In furtherance of, and not in limitation of, the powers conferred
by law, the Board of Directors is expressly authorized and empowered:
5.2.1 to adopt, amend or repeal the By-Laws of the
Corporation; provided, however, that the stockholders shall also have
the power to adopt, amend or repeal the By-Laws of the Corporation by
the affirmative vote of the holders of two-thirds of the then
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a
single class; and
5.2.2 from time to time to determine whether and to what
extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation, or any of
them, shall be open to inspection of stockholders; and, except as so
determined, or as expressly provided in this Amended and Restated
Certificate of Incorporation, no stockholder shall have any right to
inspect any account, book or document of the Corporation other than
such rights as may be conferred by applicable law.
The Corporation may in its By-Laws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.
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5.3 The Board of Directors shall consist of not less than three nor
more than twelve directors, with the exact number of directors to be
determined from time to time by resolution adopted by the affirmative vote
of a majority of the directors then in office. The directors shall be
divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of Directors. The
term of the initial Class l directors shall terminate on the date of the
1997 annual meeting of stockholders; the term of the initial Class II
directors shall terminate on the date of the 1998 annual meeting of
stockholders; and the term of the initial Class III directors shall
terminate on the date of the 1999 annual meeting of stockholders. At each
annual meeting of stockholders beginning in 1997, successors to the class
of directors whose term expires at that annual meeting shall be elected for
a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible, but in no
case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting
for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.
Any vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole
remaining director. Any director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class. Any director elected
to fill a vacancy not resulting from an increase in the number of directors
shall have the same remaining term as that of his or her predecessor.
Directors of the Corporation may be removed by the stockholders of the
Corporation only for cause. Notwithstanding the foregoing, whenever
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the holders of any one or more classes or series of preferred stock issued
by the Corporation shall have the right, voting separately by class or
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 terms of this Amended and
Restated Certificate of Incorporation applicable thereto, except that such
directors so elected shall not be divided into classes pursuant to this
Section 5.3 unless expressly provided by the terms of the certificate of
designations therefor.
5.4 No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) pursuant to Section 174 of the GCL or (d) for any
transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article 5.4 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 with respect to acts or omissions occurring prior to such
repeal or modification.
6. Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) 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 of the Corporation.
7. 7.1 The Corporation shall indemnify its directors and officers to the
fullest extent authorized or permitted by the GCL, as the same exists or may
hereafter be amended, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligat-
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ed to indemnify any director or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors of the Corporation. The right to indemnification
conferred in this Article 7 shall include the right to receive from the
Corporation advances in respect of the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition,
subject to a written undertaking to repay such advances as required by the GCL.
7.2 The Corporation may, to the extent authorized from time to time
by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation who are
not directors or officers similar to those conferred in this Article 7 to
directors and officers of the Corporation.
7.3 The rights to indemnification and to the advancement of expenses
conferred in this Article 7 shall not be exclusive of any other right which
any person may have or hereafter acquire under this Amended and Restated
Certificate of Incorporation, the By-Laws, any statute, agreement, vote of
stockholders or disinterested directors, or otherwise.
7.4 Any repeal or modification of this Article 7 by the stockholders
of the Corporation shall not adversely affect any rights to indemnification
and advancement of expenses of a director or officer of the Corporation
existing pursuant to this Article 7 with respect to any acts or omissions
occurring prior to such repeal or modification.
8. Any action required or permitted to be taken by stockholders of the
Corporation must be effected at an annual or special meeting of the stockholders
of the Corporation and may not be effected by any consent in writing by such
stockholders.
9. Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called as provided in the By-laws of the Corporation.
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10. The provisions set forth in this Article 10, and in Articles 5.2.1,
5.3, 8, and 9 herein may not be repealed or amended in any respect, unless such
action is approved by the affirmative vote of the holders of not less than two-
thirds of the then outstanding shares of capital stock of the Corporation
entitled to vote thereon.
11. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, subject to the provision set forth in Article 10 herein, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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