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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "LABARGE, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF
OCTOBER, A.D. 1995, AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
[SECRETARY OF STATE SEAL] -----------------------------------
Edward J. Freel, Secretary of State
0672724 8100 AUTHENTICATION: 7694608
DATE:
950251563 10-31-95
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RESTATED
CERTIFICATE OF INCORPORATION
OF
LABARGE, INC.
_______________
LaBarge, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (originally incorporated
in the State of Delaware on February 19, 1968 under the name Interim
Electronics Inc.),
DOES HEREBY CERTIFY:
That at a meeting of the Board of Directors of said corporation duly held
on October 26, 1995, the Board of Directors adopted a Restated Certificate of
Incorporation for said corporation. The Restated Certificate of Incorporation
only restates and integrates and does not further amend the provisions of the
corporation's Certificate of Incorporation as theretofore amended or
supplemented, and there is no discrepancy between the provisions of said
Certificate as amended and the provisions of the Restated Certificate of
Incorporation. The Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware, and is set forth in its entirety as follows:
FIRST: The name of the corporation is
LaBARGE, INC.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, Wilmington, in the County of New Castle, and
the name of the registered agent of the corporation in the Sate of Delaware at
such address is THE CORPORATION TRUST COMPANY.
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THIRD: 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 the State of Delaware.
FOURTH: The total number of shares of common stock which the corporation
shall have authority to issue is 20,000,000. The par value of each of such
shares of common stock is 1c.. The total number of shares of preferred stock
which the corporation shall have authority to issue is 2,000,000 shares. The
par value of each such share of preferred stock is $1.00 per share. The
preferred stock may be issued from time to time, in one or more series, with
such designations, preferences and relative, participating, optional or other
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors from time to time, pursuant to the
authority hereby given. A copy of such resolution or resolutions shall be set
forth in a certificate made, executed, acknowledged, filed and recorded in the
manner required by the laws of the State of Delaware in order to make the same
effective. Each series shall consist of such number of shares as shall be
stated and expressed in such resolution or resolutions providing for the
issuance of the stock of such series. All shares of any one series of
preferred stock shall be alike in every particular. So long as any Class A and
Class B Cumulative Exchangeable Preferred Stock shall be issued and
outstanding, it shall have the Preferences and Rights set forth on the
Certificate of Designation filed with the Delaware Secretary of State on
December 24, 1986.
FIFTH: The name and the mailing address of the incorporator is as
follows:
NAME MAILING ADDRESS
R. G. Dickerson 229 South State Street
Dover, Delaware
SIXTH: The corporation is to have perpetual existence.
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SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation 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 this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation 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 this corporation 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 this corporation, 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 this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as 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 binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the corporation, including the election of the Chairman of the Board of
Directors, if any, the President, the Treasurer, the Secretary, and other
principal officers of the
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corporation, shall be vested in its Board of Directors. No election of
directors need be by written ballot.
2. The power to make, alter, or repeal the By-Laws, and to adopt
any new By-Law, except a By-Law classifying directors for election for
staggered terms, shall be vested in the Board of Directors.
NINTH: 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 (i) for any breach of the
director's duty of loyalty to the corporation 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 an
improper personal benefit.
TENTH: As to the following matters, the affirmative vote of two-thirds
(2/3's) of the shares entitled to vote shall be required to approve any
proposed stockholder action which otherwise requires stockholder approval under
the Delaware General Corporation Law: (a) to sell, exchange, transfer or
otherwise dispose of all or substantially all of the corporation's property and
assets; (b) to dissolve or liquidate the corporation; (c) to merge or
consolidate the corporation with or into another corporation; or (d) to amend,
alter or delete from the Certificate of Incorporation this Article TENTH or the
paragraph numbered "2" of Article EIGHTH hereof.
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IN WITNESS WHEREOF, LaBarge, Inc. has caused this Restated Certificate of
Incorporation to be signed by Craig E. LaBarge, its President, and attested by
William J. Maender, its Secretary this 26th day of October, 1995.
LaBARGE, INC.
Attest: William J. Maender By Craig E. LaBarge
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Secretary Craig E. LaBarge, President
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