Exhibit 3.9
RESTATED CERTIFICATE OF INCORPORATION
OF
GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC.
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PURSUANT TO SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
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General Dynamics Advanced Technology Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on August 28, 1997.
2. This Restated Certificate of Incorporation restates, integrates
and also further amends the Certificate of Incorporation of the Corporation, as
heretofore in effect. This Restated Certificate of Incorporation has been
adopted by the Board of Directors and by the affirmative unanimous vote of the
stockholders of the Corporation pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware, and is as follows:
FIRST: The name of the corporation (hereinafter called the
"corporation") is General Dynamics Advanced Technology Systems, Inc.
SECOND: The address, including street number, city, and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, 19805. County of New Castle and the name of the
registered agent of the corporation in the State of Delaware at such address is
Corporation Service Company.
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 stock which the corporation shall
have authority to issue is 1000, with a par value of $1.00 per share. All such
shares are of one class and are shares of Common Stock.
FIFTH: The corporation is to have perpetual existence.
SIXTH: 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
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver of receivers appointed for this corporation under
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 or
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.
SEVENTH: 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 shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. No election of
directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with
the provisions of Section 109 of the General Corporation Law of the
State of Delaware, and, after the corporation has received any payment
for any of its stock, the power to adopt, amend, or repeal the Bylaws of
the corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote of the corporation unless provisions for such classification shall
be set forth in this certificate of incorporation.
EIGHTH: No director of the Corporation shall 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 General Corporation Law of the
State of Delaware, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
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 existing
at the time of such repeal or modification. Nothing herein shall limit or
otherwise affect the obligation or right of the Corporation to indemnify its
directors pursuant to the provisions of this Certificate of Incorporation, the
by-laws of the Corporation or as may be permitted by the General Corporation Law
of the State of Delaware.
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NINTH: The board of directors of the Corporation may, by resolution
adopted from time to time, indemnify such persons as permitted by the General
Corporation Law of the State of Delaware as amended from time to time. The board
of directors of the Corporation may, by resolution adopted from time to time,
purchase and maintain insurance on behalf of such persons as permitted by the
General Corporation Law of the State of Delaware as amended from time to time.
TENTH: The corporation expressly elects not to be governed by Section
203 of the General Corporation Law of the State of Delaware.
ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on 3 February 1999.
GENERAL DYNAMICS ADVANCED
TECHNOLOGY SYSTEMS, INC.
By: /s/ Margaret N. House
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Its:Secretary
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