Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LYDALL, INC.
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Article 1. The name of the corporation is Lydall, Inc. and is sometimes
hereinafter referred to as the "Company."
Article 2. The address of the Company's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle and the name of the Company's registered agent
at such address is The Corporation Trust Company.
Article 3. The nature of the business to be transacted and the purposes to be
promoted or carried out by the Company are as follows: To do a general
manufacturing business and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
Article 4. The designation of each class of stock, the authorized number of
shares of each such class, and the par value of each share thereof, are as
follows:
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Authorized Number
Designation of Shares Par Value
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Common Stock 30,000,000 $ .10
Preferred Stock 500,000 $ 1.00
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Article 5. The terms, limitations and relative rights and preferences of each
class of shares and series thereof and an express grant of authority to the
Board of Directors pursuant to Section 151 of the General Corporation Law of
Delaware are as follows:
a) The holders of the Common Stock shall each be entitled to one vote per share.
Last amended 5/10/95
b) The Board of Directors is authorized, subject to any limitations prescribed
by law, to provide for the issuance of the shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred Stock.
Article 6.
a) The Board of Directors shall consist of not less than three (3) nor more
than fifteen (15) Directorships; the exact number of such Directorships to
be determined by resolution of the Board of Directors. Each Director shall
be elected for a term of one (1) year or until the first annual meeting
thereafter and until another shall be elected in his stead. In the event
the number of members of the Board is increased, the newly created
directorships shall be filled by a vote of the holders of a majority of the
shares of the capital stock entitled to vote in elections of Directors.
b) The affirmative vote of the holders of two-thirds (2/3) of the voting power
of all classes of stock entitled to vote in elections of Directors voting
together as a single class, with each share of Common Stock having one vote
and other shares having the number of votes to which such shares are
entitled, shall be required for the removal, with or without cause, by
stockholders, of any Director from the Board of Directors. Such affirmative
vote or consent of the stockholders shall be in addition to the vote or
consent of the holders of stock of the Company otherwise required by law or
any agreement between the Company and any national securities exchange.
Article 7. Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Company (and notwithstanding that a lesser
percentage may be specified by law or the By-Laws of the Company), no provision
of this Certificate of Incorporation shall be repealed or amended in any
respect, nor shall any new provision be added to this Certificate of
Incorporation unless such action is approved by the affirmative vote of the
holders of not less than two-thirds (2/3) of the voting power of all classes of
stock entitled to vote in elections of Directors, voting together as a single
class with each share of Common Stock having one vote and other shares having
the number of votes to which such shares are entitled.
Article 8. A Director of the Company shall not be personally liable to the
Company 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 Company 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 any improper personal
benefit. If the Delaware General Corporation Law is amended after approval by
the stockholders of this article to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the liability
of a Director of the Company shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Company shall not adversely affect any right or protection of a Director of the
Company existing at the time of such repeal or modification.
Article 9.
a) Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director,
officer, employee or agent of the Company or is or was serving at the
request of the Company as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, employee or agent or in any other
capacity where serving as a Director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware General Corporation 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 Company to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
Director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Company shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Company. The right to indemnification
conferred in this Article shall be a contract right and shall include the
right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advancement
of expenses"); provided, however, that, if the Delaware General Corporation
Law requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Company of an undertaking (hereinafter an "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there
is no further right to appeal (hereinafter a "final adjudication") that
such indemnitee is not entitled to be indemnified for such expenses under
this Article or otherwise.
b) If a claim under paragraph (a) of this Article is not paid in full by the
Company within sixty days after a written claim has been received by the
Company, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may
at any time thereafter bring suit against the Company to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or
in a suit brought by the Company to recover an advancement of expenses
pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the Company
to recover an advancement of expenses pursuant to the terms of an
undertaking the Company shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the applicable standard
of conduct set forth in the Delaware General Corporation Law. Neither the
failure of the Company (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case
of such a suit brought by the indemnitee, be a defense to such suit. In any
suit brought by the indemnitee to enforce a right to indemnification or to
any advancement of expenses hereunder, or by the Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden
of proving that the indemnitee is not entitled to be indemnified, or to
such advancement of expenses, under this Article or otherwise shall be on
the Company.
c) The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, this certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
Directors or otherwise.
d) The Company may maintain insurance, at its expense, to protect itself and
any Director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such person against such expense,
liability or loss under the Delaware General Corporation Law.