Exhibit 3.19
RESTATED CERTIFICATE OF INCORPORATION
OF
GENERAL DYNAMICS LAND SYSTEMS, INC.
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PURSUANT TO SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
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General Dynamics Land 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 December 20, 1954. The name under
which the Corporation was incorporated was United States Instrument
Corporation.
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 Land 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, without par value. 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 11 November 1998.
GENERAL DYNAMICS LAND SYSTEMS, INC.
By: /s/ Margaret N. House
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Its: Secretary
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