Exhibit 3.17
RESTATED CERTIFICATE OF INCORPORATION
OF
GENERAL DYNAMICS INFORMATION SYSTEMS, INC.
--------------------
PURSUANT TO SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
--------------------
General Dynamics Information 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 was filed
with the Secretary of State of Delaware on November 13, 1997. The
name under which the Corporation was incorporated was General
Dynamics Computing Devices International, Inc.
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 Information 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 or 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.
2
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 22 January 1999.
GENERAL DYNAMICS INFORMATION
SYSTEMS, INC.
By: /s/ Margaret N. House
________________________
Its: Secretary
______________________
3