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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Daedalus Enterprises, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Daedalus Enterprises, Inc.
Daedalus Enterprises, Inc. was originally incorporated under the same name,
and the original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on January 13, 1969.
2. Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of this corporation, and has been duly
adopted in accordance with Sections 242 and 245.
3. The text of the Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
FIRST. The name of the corporation is Sensys Technologies Inc.
SECOND. Its registered office in the State of Delaware is
located at No. 100 West Tenth Street, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The
Corporation Trust Company, No. 100 West Tenth Street, Wilmington,
Delaware.
THIRD. The nature of the business and its purpose is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware, including, without
limitation, research, development and manufacturing.
FOURTH. The total number of shares of Common Stock which the
corporation shall have authority to issue is five million (5,000,000)
and the par value of each of such shares is $0.01, amounting to fifty
thousand dollars ($50,000.00).
FIFTH. [RESERVED]
SIXTH. [RESERVED]
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be
subject to the
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payment of corporate debts to any extent whatever.
NINTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
To make, alter or repeal the bylaws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided
in the resolution or in the bylaws of the corporation, shall have and
may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it.
Such committee or committee shall have such name or names as may be
stated in the bylaws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of
a majority of the stock issued and outstanding having voting power
given at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all of
the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock in,
and/or other securities of, any other corporation or corporations, as
its board of directors shall deem expedient and for the best interests
of the corporation.
TENTH. Meetings of stockholders may be held outside the State of
Delaware, if the bylaws so provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside
the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the bylaws of the
corporation. Elections of directors need not be by ballot unless the
bylaws of the corporation shall so provide.
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
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granted subject to this reservation.
TWELFTH. 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 the provisions of
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 the provisions of section 279 or Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors
and/or of the stockholders or class of 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.
THIRTEENTH: 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, 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. If the General Corporation Law of the State of
Delaware hereafter is amended to authorize the further elimination or
limitation of the liability of Directors, then the liability of a
Director of the corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law of the State
of Delaware. Any repeal or modification of this Article THIRTEENTH 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.
IN WITNESS WHEREOF, the undersigned corporation has executed, signed
and acknowledged this Amended and Restated Certificate of Incorporation this
9th day of June, 1998.
/s/ Thomas R. Ory
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Thomas R. Ory
President (authorized officer)
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Acknowledged:
/s/ Lloyd A. Semple
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Lloyd A. Semple, Secretary
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