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EXHIBIT 3-A-1
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CHRYSLER CORPORATION
CERTIFICATE OF INCORPORATION
(AS AMENDED AND RESTATED MAY 21, 1987)
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CERTIFICATE OF INCORPORATION
OF
CHRYSLER CORPORATION
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ARTICLE I
NAME
The name of the corporation is Chrysler Corporation.
ARTICLE II
ADDRESS AND REGISTERED AGENT
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
DESCRIPTION OF BUSINESS
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
ARTICLE IV
CAPITAL STOCK
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 520,000,000 shares, consisting of
20,000,000 shares of Preferred Stock, par value of $1.00 per share, and
500,000,000 shares of Common Stock, par value of $1.00 per share.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the Preferred Stock and the
Common Stock are as follows:
A. The Preferred Stock may be issued from time to time in one
or more series. Subject to the limitations set forth herein and any
limitations prescribed by law, the Board of Directors is expressly
authorized, prior to issuance of any series of Preferred Stock, to fix
by resolution or resolutions providing for the issue of any series the
number of shares included in such series and the designations, relative
powers, preferences and rights, and the qualifications, limitations or
restrictions of such series. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in limitation of
the powers conferred on the Board of Directors thereby and by the
General Corporation Law of the State of Delaware, the Board of
Directors is expressly authorized to determine with respect to each
series of Preferred Stock:
(1) the designation or designations of such series and
the number of shares (which number from time to time may be
decreased by the Board of Directors, but not below the number of
such shares then outstanding, or may be increased by the Board
of Directors unless otherwise provided in creating such series)
constituting such series;
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(2) the rate or amount and times at which, and the
preferences and conditions under which, dividends shall be
payable on shares of such series, the status of such dividends
as cumulative or noncumulative, the date or dates from which
dividends, if cumulative, shall accumulate, and the status of
such shares as participating or nonparticipating after the
payment of dividends as to which such shares are entitled to
any preference;
(3) the rights and preferences, if any, of the holders
of shares of such series upon the liquidation, dissolution or
winding up of the affairs of, or upon any distribution of the
assets of, the Corporation, which amount may vary depending
upon whether such liquidation, dissolution or winding up is
voluntary or involuntary and, if voluntary, may vary at
different dates, and the status of the shares of such series
as participating or nonparticipating after the satisfaction of
any such rights and preferences;
(4) the full or limited voting rights, if any, to be
provided for shares of such series, in addition to the voting
rights provided by law;
(5) the times, terms and conditions, if any, upon which
shares of such series shall be subject to redemption, including
the amount the holders of shares of such series shall be
entitled to receive upon redemption (which amount may vary
under different conditions or at different redemption dates)
and the amount, terms, conditions and manner of operation of
any purchase, retirement or sinking fund to be provided for
the shares of such series;
(6) the rights, if any, of holders of shares of such
series to convert such shares into, or to exchange such shares
for, shares of any other class or classes or of any other
series of the same class, the prices or rates of conversion or
exchange, and adjustments thereto, and any other terms and
conditions applicable to such conversion or exchange;
(7) the limitations, if any, applicable while such
series is outstanding on the payment of dividends or making of
distributions on, or the acquisition or redemption of, Common
Stock or any other class of shares ranking junior, either as to
dividends or upon liquidation, to the shares of such series;
(8) the conditions or restrictions, if any, upon the
issue of any additional shares (including additional shares of
such series or any other series or of any other class) ranking
on a parity with or prior to the shares of such series either
as to dividends or upon liquidation; and
(9) any other relative powers, preferences and
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of shares
of such series;
in each case, so far as not inconsistent with the provisions of this
Certificate of Incorporation or the General Corporation Law of the
State of Delaware as then in effect. All shares of Preferred Stock
shall be identical and of equal rank except in respect to the
particulars that may be fixed by the Board of Directors as provided
above, and all shares of each series of Preferred Stock shall be
identical and of equal rank except as to the times from which
cumulative dividends, if any, thereon shall be cumulative.
B. Except as otherwise provided by the General Corporation Law
of the State of Delaware or by any resolution adopted by the Board of
Directors fixing the relative powers, preferences and rights and the
qualifications, limitations or restrictions of any series of Preferred
Stock, the entire voting power of the shares of the Corporation for the
election of Directors and for all other purposes, as well as all other
rights appertaining to shares of the Corporation, shall be vested
exclusively in the Common Stock. Each share of Common Stock shall have
one vote upon all matters to be voted on by the holders of the Common
Stock, and shall be entitled to participate equally in all dividends
payable with respect to the Common Stock and to share ratably, subject
to the rights and preferences of any Preferred Stock, in all assets of
the Corporation in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation, or upon any distribution of the assets of the Corporation.
C. No present or future holder of any shares of the
Corporation, whether heretofore or hereafter issued, shall have any
preemptive rights with respect to (1) any shares of the Corporation or
(2) any other securities of the Corporation (including bonds and
debentures) convertible into or carrying rights or options to purchase
any shares of the Corporation.
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ARTICLE V
TERM OF EXISTENCE
The Corporation shall have perpetual existence.
ARTICLE VI
STOCKHOLDER LIABILITY
The stockholders of the Corporation shall not be personally liable for
the payment of the Corporation's debts.
ARTICLE VII
BOARD OF DIRECTORS
All corporate powers of the Corporation shall be exercised by the Board
of Directors except as otherwise provided by law.
The number of the directors of the Corporation shall be fixed from time
to time as provided in the By-Laws and may be altered from time to time as
provided in the By-Laws. In case of any increase in the number of directors,
the additional directors shall be elected as provided in the By-Laws. Election
of directors need not be by written ballot.
The directors of the Corporation may, by a By-Law adopted by a vote of
the stockholders, be divided into one, two or three classes as provided by the
laws of the State of Delaware.
The directors may hold their meetings and have an office or offices
outside the State of Delaware if the By-Laws so provide.
Subject always to the By-Laws made by the stockholders, the Board of
Directors may make By-Laws and from time to time may alter, amend or repeal any
By-Laws, but any By-Laws made by the Board of Directors may be altered, amended
or repealed by the stockholders at any annual meeting or at any special
meeting, provided that notice of such proposed alteration, amendment or repeal
is included in the notice of such meeting.
The Board of Directors shall have power from time to time to fix the
amount to be reserved by the Corporation over and above its capital stock paid
in and to fix and determine and to vary the amount of the working capital of
the Corporation, and to direct and determine the use and disposition of the
working capital and of any surplus or net profits.
The Board of Directors from time to time shall 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 the inspection of the stockholders, and no stockholder shall have any
right to inspect any account, book or document of the Corporation except as
conferred by statute or as authorized by resolution of the Board of Directors.
ARTICLE VIII
ELIMINATION OR LIMITATION OF CERTAIN LIABILITIES OF DIRECTORS
INDEMNIFICATION AND INSURANCE
A. 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, except for liability (1) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the Delaware General
Corporation Law, or (4) for any transaction from which the director derived any
improper personal benefit. If, after approval by the stockholders of this
Section, the Delaware General Corporation Law is amended to permit the further
elimination or limitation of the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
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Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation in respect of any act or omission
occurring prior to the time of such repeal or modification.
B. (1) Each person who is or was made a party or is threatened to be
made a party to or is 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, or a person of whom he or she is the
legal representative, is or was a director, officer, employee or agent of the
Corporation or any of its subsidiaries or is or was serving at the request of
the Corporation or any of its subsidiaries, as a director, officer, employee,
fiduciary or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the Corporation 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 Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (2) hereof with
respect to proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer 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 person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Section or otherwise.
(2) If a claim under paragraph (1) of this Section is not paid in full
by the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for expenses incurred in
defending a proceeding in advance of its final disposition, in which case the
applicable period shall be twenty days, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(3) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation or by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
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(4) The Corporation may maintain insurance, at its expense, to protect
itself and any of its subsidiaries and any director, officer, employee or agent
of the Corporation and any of its subsidiaries or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
(5) The Corporation may enter into contracts with any director,
officer, employee or agent of the Corporation or any of its subsidiaries
providing indemnification to the full extent authorized or permitted by the
Delaware General Corporation Law and may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and other similar arrangements) to ensure the payment of
such amounts as may become necessary to effect indemnification pursuant to such
contracts or otherwise.
(6) The Corporation's indemnity of any person who was or is serving at
its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be reduced by any
amounts such person may collect as indemnification from such other corporation,
partnership, joint venture, trust or other enterprise.
(7) Any repeal or modification of the foregoing paragraphs by the
stockholders of the Corporation shall not adversely affect any right or
protection of a person with respect to any act or omission occurring prior to
the time of such repeal or modification.
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