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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
JABIL CIRCUIT, INC.
FIRST: The name of the corporation is Jabil Circuit, Inc. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, City
of Dover, County of Kent, zip code 19901. The name of its
registered agent at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act
or activity for which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH: This Corporation is authorized to issue two classes of
shares to be designated respectively Preferred Stock
("Preferred") and Common Stock ("Common"). The total number
of shares of Preferred this Corporation shall have authority
to issue shall be 10,000,000, $.001 par value, and the total
number of shares of Common which this Corporation shall have
the authority to issue shall be 250,000,000, $.001 par
value.
The Preferred may be issued from time to time in one or more
series pursuant to a resolution or resolutions providing for
such issue duly adopted by the Board of Directors (authority
to do so being hereby expressly vested in the Board). The
Board of Directors is further authorized to determine or
alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of
Preferred and, to fix the number of shares of any series of
Preferred and the designation of any such series of
Preferred. The Board of Directors, within the limits and
restrictions stated in any resolution or resolutions of the
Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not
below the number of shares of any series subsequent to the
issue of shares of that series).
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FIFTH: The name and mailing address of the incorporator are as
follows:
Richard J. Char, Esq.
Wilson, Sonsini, Goodrich & Rosati
Two Palo Alto Square
Palo Alto, CA 94306
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Elections of directors need not be by written ballot unless
a stockholder demands election by written ballot at the
meeting and before voting begins or unless the Bylaws of the
Corporation shall so provide.
EIGHTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the
Bylaws of the Corporation.
NINTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized
to make, alter, amend or repeal the Bylaws of the
Corporation.
TENTH: (a) To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or as may
hereafter be amended, 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.
(b) The Corporation shall indemnify to the fullest
extent permitted by law any person made or threatened to be
made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the
fact that he, his testator or intestate is or was a
director, officer or employee of the Corporation or any
predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the
request of the Corporation or any predecessor to the
Corporation.
(c) Neither any amendment nor repeal of this Article,
nor the adoption of any provision of this Corporation's
Certificate of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article, would
accrue or arise, prior to such amendment, repeal or adoption
of an inconsistent provision.
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ELEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of
the Corporation may be kept (subject to any provision
contained in the statutes) outside of 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.
TWELFTH: Following the effectiveness of the registration of any class
of securities of the Corporation pursuant to the
requirements of the Securities Exchange Act of 1934, as
amended, no action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of the
stockholders called in accordance with the Bylaws and no
action shall be taken by the stockholders by written
consent."