Exhibit 3(ii)
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
NAPCO SECURITY SYSTEMS, INC.
FIRST: The name of the corporation (hereinafter called the
"Company") is NAPCO SECURITY SYSTEMS, INC.
SECOND: The registered office of the Company is to be located at
No. 100 West Tenth Street, in the City of Wilmington, in the County of New
Castle, in the State of Delaware. The name of its registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Company 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: The total number of shares of Common Stock which the
Corporation is authorized to issue is forty million (40,000,000), and the
par value of each such share is one cent ($.01), amounting in the aggregate to
$400,000.
FIFTH: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the Company. In addition, to the powers and
authorities hereinbefore or by statute expressly conferred upon them, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the corporation; subject,
nevertheless, to the provisions of the statutes of Delaware, of this
certificate, and to any by-laws from time to time made by the stockholders;
provided, however, that no by-law so made shall invalidate any prior act of the
directors which would have been valid if such by-law had not been made.
SIXTH: Whenever a compromise or arrangement is proposed between
the Company and its creditors or any class of them and/or between the Company
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 the
Company or of any creditor or stockholder thereof, or on the application of any
receiver or receivers appointed for the Company under the provisions of Section
291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Company 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 the Company, 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 the Company, as the case may be, agrees to any
compromise or arrangement and to any reorganization of the Company as a
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
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binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of the Company, as the case may be, and
also on the Company.
SEVENTH: 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 of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.
EIGHTH: The Company shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware, indemnify any and all persons
whom it shall have power to indemnify from and against any and all expenses,
liabilities or other matters.
NINTH: The name and mailing address of the incorporator is as
follows:
Name Mailing Address
Michael J. Fuchs 430 Park Avenue
New York, New York 10022
TENTH: To the fullest extent permitted by the Delaware General
Corporation Law now in effect and as amended from time to time, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty resulting from actions or
omissions while serving as a director.
ELEVENTH: The number of directors which shall constitute the
whole Board of Directors shall be not less than three (3) and shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in the previously authorized directorships at the
time any such resolution is presented to the Board of Directors for adoption).
At the Annual Meeting of Stockholders at which this Article is adopted, the
directors shall be divided into three classes, designated Class I, Class II, and
Class III (which at all times shall be as nearly equal in number as possible),
with the term of office of Class III directors to expire at the 1999 Annual
Meeting of Stockholders, the term of office of Class II directors to expire at
the 2000 Annual Meeting of Stockholders, and the term of office of Class I
directors to expire at the 2001 Annual Meeting of Stockholders. At each annual
meeting of stockholders following such initial classification and election,
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.
Subject to the rights of the holders of any class or series of
the Voting Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies on the Board
of Directors resulting from death, resignation, retirement,
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disqualification, removal from office or other cause may be filled by a majority
vote of the directors then in office, though less than a quorum, and directors
so chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires. No decrease in the number of authorized directors constituting
the entire Board of Directors shall shorten the term of any incumbent director.
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