CERTIFICATE OF INCORPORATION
UNITED CRAFT BREWERS, INC.
FIRST: The name of this corporation is: UNITED CRAFT BREWERS, INC.
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 name and mailing address of the incorporator of the
corporation is:
Scott D. Elliott
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111
FOURTH: 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 Delaware.
FIFTH: Section 1. CLASSES AND NUMBER OF SHARES.
The total number of shares of all classes of stock which this
corporation shall have authority to issue is 27,000,000 shares which will
consist of Preferred Stock and Common Stock. The classes and the aggregate
number of shares of stock of each class which this corporation shall have
authority to issue are as follows:
(i) 25,000,000 shares of Common Stock, $0.001 par value per share
(hereinafter the "Common Stock");
(ii) 2,000,000 shares of Preferred Stock, $0.001 par value per share,
with such rights, privileges, restrictions and preferences as the Board of
Directors may authorize from time to time (hereinafter the "Preferred Stock").
SIXTH: Section 1. NUMBER OF DIRECTORS.
The number of directors which shall constitute the whole Board of
Directors of this corporation shall be as specified in the by-laws of this
corporation.
Section 2. CLASSIFIED BOARD OF DIRECTORS.
The directors shall be divided into three classes, with each class to
be as nearly equal in number as reasonably possible, and with the initial term
of office of the first class of directors to expire at the 1998 annual meeting
of stockholders, the initial term of office of the second class of directors to
expire at the 1999 annual meeting of stockholders and the initial term of office
of the third class of directors to expire at the 2000 annual meeting of
stockholders, in each case upon the election and qualification of their
successors. Commencing with the 1998 annual meeting of stockholders, directors
elected to succeed those directors whose terms have thereupon expired shall be
elected to a term of office to expire at the third succeeding annual meeting of
stockholders after their election, and upon the election and qualification of
their successors. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain or attain the
number of directors in each class as nearly equal as reasonably possible, but in
no case will a decrease in the number of directors shorten the term of any
incumbent director.
Section 3. VACANCIES.
Any vacancies in the Board of Directors for any reason and any newly
created directorship resulting by reason of any increase in the number of
directors may be filled only by the Board of Directors, acting by a majority of
the remaining directors then in office, although less than a quorum, or by a
sole remaining director, and any directors so appointed shall hold office until
the next election of the class for which such directors have been chosen and
until their successors are elected and qualified.
Section 4. REMOVAL OF DIRECTORS.
Except as may be provided in a resolution or resolutions providing for
any class or series of Preferred Stock pursuant to the Fifth Article hereof with
respect to any directors elected by the holders of such class or series, any
director, or the entire Board of Directors, may be removed from office at any
time, but only for cause, and only by the affirmative vote of the holders of at
least 66 2/3% of the voting power of all of the shares of capital stock of the
corporation then entitled to vote generally in the election of directors, voting
together as a single class.
Section 5. LIMITED LIABILITY.
To the fullest extent permitted by the General Corporation Law of the
State of Delaware (as such law currently exists or may hereafter be amended so
long as any such amendment authorizes action further eliminating or limiting the
personal liabilities of directors), 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. Any repeal or modification of this
paragraph by the stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the corporation with respect to any act or omission occurring prior
to the time of such repeal or modification.
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SEVENTH: 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 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 of the corporation. Stockholders shall
not be entitled to request the election of directors by written ballot unless a
by-law of the corporation shall authorize such a vote by written ballot. Except
as may be provided in a resolution or resolutions providing for any class or
series of Preferred Stock pursuant to the Fifth Article hereof, any action
required or permitted to be taken by the stockholders of the corporation must be
effected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing in lieu of a meeting by such holders.
Special meetings of stockholders of the corporation may be called only by the
Board of Directors pursuant to a resolution adopted by a majority of the members
of the Board of Directors then in office. Stockholders of the corporation shall
not have the right to request or call a special meeting of the stockholders.
For purposes of all meetings of stockholders, a quorum shall consist of 40% of
the shares entitled to vote at such meeting of stockholders, unless otherwise
required by law.
EIGHTH: The corporation hereby 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 on stockholders herein are granted subject to this
reservation. Except as may be provided in a resolution or resolutions
providing for any class or series of Preferred Stock, any such amendment,
alteration, change or repeal shall require the affirmative vote of both (a) a
majority of the members of the Board of Directors then in office and (b) a
majority of the voting power of all of the shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class; except that any proposal to amend, alter, change
or repeal the provisions of Section 2 or Section 4 of the Sixth Article, the
Seventh Article, this Eighth Article and the Ninth Article shall require the
affirmative vote of the holders of at least 66 2/3% of the voting power of
all of the shares of capital stock of the corporation then entitled to vote
generally in the election of directors, voting together as a single class.
NINTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind from time to time any or all of the by-laws of the
corporation; including by-law amendments increasing or reducing the
authorized number of directors. In addition, the stockholders of the
corporation may adopt, amend, alter, change or repeal any by-laws of the
corporation by the affirmative vote of the holders of at least 66 2/3% of the
voting power of all of the shares of capital stock of the corporation then
entitled to vote generally in the election of directors, voting together as a
single class (notwithstanding the fact that a lesser percentage may specified
by Delaware Law).
TENTH: In the event that any of the provisions of this Certificate of
Incorporation (including any provision within a single Section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the fullest extent permitted by law.
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The undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware does make this certificate, hereby declaring and
certifying that this is his act and deed and the facts herein stated are true,
and accordingly has hereunto set forth his hand this 15th day of April, 1997.
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Scott D. Elliott
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