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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
DELL COMPUTER CORPORATION
Dell Computer Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation, acting at a meeting duly
called and held on April 16, 1991, did duly consent to, approve and
adopt the following resolution:
NOW THEREFORE BE IT RESOLVED that, the following amendments to the
Corporation's Certificate of Incorporation shall be put to a vote
of the stockholders of the Corporation and if approved by the vote
of a majority of the outstanding shares of the stock of the
Corporation, the Certificate of Incorporation shall be so amended:
1. Present Article Seventh shall be deleted in its entirety
and replaced with the following:
SEVENTH: The directors shall be classified, with respect
to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as
shall be provided in the manner specified in the bylaws of
the Corporation, one class to be originally elected for a
term expiring on the annual meeting of stockholders to be
held in 1992, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be
held in 1993, and another class to be originally elected
for a term expiring at the annual meeting of stockholders
to be held in 1994, with each class to hold office until
its successor is elected and qualified. At each annual
meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the
third year following the year of their election.
Any director may be removed from office, but only for
cause, by a vote of the holders of a majority of the
shares then issued and outstanding. Cause shall mean
willful and gross misconduct by the director that is
materially adverse to the best interests of the
Corporation, as determined con-
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clusively by a majority of the disinterested directors of
the Corporation.
Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be
filled by a majority of the directors then in office,
although less than a quorum, or the sole remaining
director, and shall not be filled by the stockholders; any
director so chosen shall hold office until the next
election of the class for which such director shall have
been chosen, and until his successor shall be duly elected
and shall qualify, unless sooner displaced.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least 66 2/3 % of the shares of the
Corporation's voting stock issued and outstanding shall be
required to alter, amend, adopt any provision inconsistent
with or repeal this Article Seventh.
2. Present Article Eighth shall be deleted and replaced in
its entirety with the following:
EIGHTH: Any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a
duly called annual or special meeting of such holders and
may not be effected by any consent in writing by such
holders. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 66 2/3 % of
the shares of the Corporation's stock issued and out
standing shall be required to alter, amend, adopt any
provision inconsistent with or repeal this Article Eighth.
3. Present Article Ninth shall be renumbered as Article
Tenth, present Article Tenth renumbered as Article
Eleventh and the following Article Ninth added:
NINTH: The Board of Directors is hereby expressly
authorized to adopt, amend or repeal the by-laws of the
Corporation or adopt new by-laws, without any action on
the part of the stockholders, by the vote of a majority of
the directors; provided, however, that no such adoption,
amendment, or repeal shall be valid with respect to by-law
provisions which have been adopted, amended, or repealed
by the stockholders; and further provided, that by-laws
adopted or amended by the Directors
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and any powers thereby conferred may be amended, altered,
or repealed by the stockholders. Notwithstanding the
foregoing and anything in this Certificate of
Incorporation to the contrary, Article II Section 1,
Article II Section 4, Article II Section 12, Article III
Section 6, Article III Section 7, Article III Section 12
and Article IX of the by-laws shall not be amended,
repealed, altered or added to by the stockholders, and no
provision inconsistent therewith shall be adopted by the
stockholders without the affirmative vote of the holders
of at least 66 2/3% of the Corporation's voting stock
issued and outstanding. Not withstanding anything
contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least
66 2/3% of the Corporation's voting stock issued and
outstanding shall be required to alter, amend, adopt any
provision inconsistent with or repeal this Article Ninth.
SECOND: The stockholders of the Corporation, acting at the Corporation's
Annual Meeting of Stockholders duly called and held on June 19,
1991, did duly consent to, approve and adopt the aforesaid
amendments to the Certificate of Incorporation of the Corporation.
THIRD: The aforesaid amendments have been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on
its behalf by Michael S. Dell, the Chairman of its Board of Directors and its
Chief Executive Officer, and attested to by Richard E. Salwen, its Secretary,
this 19th day of June, 1991.
Dell Computer Corporation
By: /s/ MICHAEL S. DELL
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Michael S. Dell, Chairman of the Board
and Chief Executive Officer
Attest:
/s/ RICHARD E. SALWEN
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Richard E. Salwen, Secretary
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