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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
ORBCOMM CORPORATION
The undersigned, in order to form a corporation pursuant to
Section 102 of the General Corporate Law of the State of Delaware, does hereby
certify:
FIRST: The name of the corporation (hereinafter sometimes
referred to as the "Corporation") is:
ORBCOMM CORPORATION
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, New Castle County,
Wilmington, Delaware 19805. The name of its registered agent at such address is
the 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 aggregate number of all classes of shares which
the Corporation shall have authority to issue is one thousand (1,000) shares of
common stock, par value of $.01 per share (the "Common Stock").
a. Dividends. The holders of shares of Common Stock
shall be entitled to receive, when and if declared by the Board of Directors,
out of the assets of the Corporation that are by law available therefor,
dividends payable either in cash, in property, or in shares of Common Stock.
b. Voting Rights. At every annual or special meeting
of stockholders of the Corporation, every holder of Common Stock shall be
entitled to one vote, in person or by proxy, for each share of Common Stock
standing in his or her name on the books of the Corporation.
c. Liquidation, Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution, or winding up of
the affairs of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation, the holders of all outstanding
shares of Common Stock shall be entitled to share ratably in the remaining net
assets of the Corporation.
d. Preemptive Rights. No holder of Common Stock shall
have any preemptive right to subscribe for or purchase any additional shares of
stock or securities convertible into or carrying warrants or options to acquire
shares of stock of the Corporation.
FIFTH: The name and address of the Incorporator is as follows:
Monette P. Dawson
Latham & Watkins
1001 Pennsylvania Avenue, NW
Suite 1300
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Washington, D.C. 20004
SIXTH: In furtherance and not in limitation of the power
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the Bylaws of the Corporation.
SEVENTH: The business and affairs of the Corporation shall be
managed by and under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or this Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
a. Newly Created Directorships and Vacancies. Newly
created directorships resulting from any increase in the number of directors or
any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other cause may be
filled by the Board of Directors, provided that a quorum is then in office and
present, or by a majority of the directors then in office, if less than a quorum
is then in office, or by the sole remaining director. Directors elected to fill
a newly created directorship or other vacancies shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected and has qualified.
b. Removal of Directors. The directors or any
director may be removed from office at any time, but only for cause, at a
meeting called for that purpose, and only by the affirmative vote of the holders
of at least 80% of the voting power of all of the then outstanding voting stock,
voting together as a single class.
c. Written Ballot Not Required. Elections of
directors need not be by written ballot unless the Bylaws of the Corporation
shall otherwise provide.
EIGHTH: Stockholders may not call special meetings of the
stockholders. Special meetings of stockholders of the Corporation may be called
only by the Chairman of the Board, the Chief Executive Officer or the President
or upon the request in writing of a majority of 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; provided, however, that the foregoing shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
of Delaware, or (d) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of Delaware is
hereafter amended to permit further elimination or limitation of the personal
liability of directors, then the liability of the director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of Delaware as so amended. Any repeal or modification of this
Article NINTH by the stockholders of the Corporation or otherwise shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
ELEVENTH: The Corporation reserves the right to amend, alter,
change, or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
Notwithstanding any other provision of this Certificate of Incorporation or the
Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage
or separate class vote may be specified
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by law, this Certificate of Incorporation, the Bylaws of the Corporation or
otherwise, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock required by law, this
Certificate of Incorporation, the Bylaws of the Corporation or otherwise, the
affirmative vote of the holders of at least 80% of the voting power of the then
outstanding voting stock, voting as a single class, shall be required to adopt
any provision inconsistent with, to amend or repeal any provision of or to adopt
a Bylaw inconsistent with Articles SIXTH, SEVENTH and EIGHTH of this Certificate
of Incorporation.
I, THE UNDERSIGNED, being the sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, herein
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 23rd day of
March, 1998.
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Monette P. Dawson
Incorporator
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