Exhibit 3.7
RESTATED CERTIFICATE OF INCORPORATION
OF
ELECTRIC BOAT CORPORATION
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PURSUANT TO SECTIONS 242 AND 245 OF THE
DELAWARE GENERAL CORPORATION LAW
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Electric Boat Corporation, 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 October 11, 1995.
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 Electric Boat Corporation.
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.
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
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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.
ELECTRIC BOAT CORPORATION
By: /s/ Margaret N. House
______________________________
Its: Secretary
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