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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ANC RENTAL CORPORATION
ANC RENTAL CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
(a) The name of the Corporation is ANC Rental Corporation and the
original Certificate of Incorporation of the Corporation was originally filed
with the office of the Secretary of State of Delaware on October 28, 1999.
(b) This Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware (the "Act"), has been approved
by the sole stockholder of the Corporation in accordance with Section 228 of the
Act, and restates, integrates and amends the provisions of the Certificate of
Incorporation, as amended and restated to date, of the Corporation.
(c) The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is:
ANC Rental Corporation.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
county of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the businesses or purposes to be conducted or
promoted is:
To conduct any lawful business, to exercise any lawful purpose
and power, and to engage in any lawful act or activity for
which corporations may be organized under the Act or by any
other law of Delaware or by this Certificate of Incorporation
together with any powers incidental thereto.
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FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 260,000,000 shares, consisting of
250,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000
shares of Preferred Stock, par value $0.001 per share.
A. COMMON STOCK. Each share of Common Stock shall entitle the holder
thereof to one vote, in person or by proxy. The holders of the Common Stock
shall be entitled to receive dividends if, as and when declared by the Board of
Directors.
B. PREFERRED STOCK. The Preferred Stock may be issued from time to time
in one or more series and (a) may have such voting powers, full or limited, or
may be without voting powers; (b) may be subject to redemption at such time or
times and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock; (d) may have such
rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; (e) may be made convertible into, or exchangeable for, shares of
any other class or classes or of any other series of the same or any other class
or classes of stock of the Corporation, at such price or prices or at such rates
of exchange, and with such adjustments; and (f) shall have such other relative,
participating, optional or special rights, qualifications, limitations or
restrictions thereof, as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issuance of such Preferred Stock
from time to time adopted by the Board of Directors pursuant to authority so to
do which is hereby vested in the Board of Directors.
At any time and from time to time when authorized by resolution of the
Board of Directors and without any action by its stockholders, the Corporation
may issue or sell any shares of its stock of any class or series, whether out of
the unissued shares thereof authorized by the Certificate of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its stockholders,
the Corporation may issue or grant rights, warrants or options in registered or
such other form as the Board of Directors may determine, for the purchase of
shares of the stock of any class or series of the Corporation within such period
of time, or without limit as to time, of such aggregate number of shares, and at
such price per share, as the Board of Directors may determine. Such rights,
warrants or options may be issued or granted separately or in connection with
the issue of any bonds, debentures, notes, obligations or other evidences of
indebtedness or shares of the stock of any class or series of the Corporation
and for such consideration and on such terms and conditions as the Board of
Directors, in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any such shares so issued or
sold shall be fixed from time to time by the Board of Directors.
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FIFTH: Except as may otherwise be provided in this Certificate or in
the Bylaws of the Corporation, as the same may be amended from time to time, the
Board of Directors shall have all powers and authority which may be granted to a
board of directors of a corporation under the Act, including but not limited to
the following:
(a) to adopt, amend, or repeal the Bylaws of the Corporation;
(b) to authorize and cause to be executed mortgages and liens
upon the real and personal property of the Corporation;
(c) 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;
(d) to designate one or more committees;
(e) to provide indemnification for directors, officers,
employees, and/or agents of the Corporation to the fullest extent
permitted by law; and
(f) to determine from time to time whether and to what extent,
and at what times and places and under what conditions and regulations,
the accounts and books of the Corporation or any of them, shall be
opened to the inspection of the stockholders, and no stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as conferred by the Act or authorized by the Board
of Directors, or by a resolution of the stockholders.
SIXTH: The Board of Directors shall consist of one or more members. The
number of directors shall be fixed by, or in the manner provided in, the Bylaws.
Subject to the rights of holders of any series of Preferred Stock to elect
directors in accordance with Article Fourth hereof, at the annual meeting of
stockholders in 2001 and at each annual meeting of stockholders thereafter, the
respective terms of all of the directors then serving in office shall expire at
the meeting, and successors to the directors shall be elected to hold office
until the next succeeding annual meeting. Existing directors may be nominated
for election each year for a successive term, in the manner provided in the
Bylaws. Each director shall hold office for the term for which he is elected and
qualified or until his successor shall have been elected and qualified or until
his earlier resignation, removal from office or death.
SEVENTH: To the extent permitted by law, no contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of its
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directors of officers are directors of officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or her or their votes are counted for such purposes, if:
(a) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the Board of
Directors or committee authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or
(b) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved by vote of the stockholders; or
(c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.
EIGHTH: The Corporation reserves the right to amend, change or repeal
any provision contained herein, add any additional provisions hereto, increase
or decrease the number of authorized shares of stock, or restate the Certificate
of Incorporation in its entirety in the manner now or hereafter prescribed by
the Act, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons by or pursuant
hereto are granted subject to the rights reserved in this article.
NINTH: Except as otherwise provided for in any series of Preferred
Stock, no action that is required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a meeting of
stockholders, unless the action to be effected by written consent of
stockholders and the taking of such action by such written consent have
expressly been approved in advance by the Board of Directors of the Corporation.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of at least 80 percent in voting power of the
then outstanding voting stock of the Corporation, voting together as a single
class, shall be required to amend, repeal or adopt any provision inconsistent
with this Article NINTH.
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TENTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Act as the same exists or may
hereafter be amended. If the Act is amended after the effective date of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Act, as so amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.
ELEVENTH: Except as otherwise provided in this Certificate of
Incorporation, the Bylaws of the Corporation, the rules or regulations of any
stock exchange applicable to the Corporation, as otherwise provided by law or
pursuant to any regulation applicable to the Corporation, any matter (other than
the election of directors) properly submitted to a vote of the stockholders at a
meeting of stockholders duly convened at which there is a quorum present shall
be deemed approved upon an affirmative vote of the holders of a majority of the
outstanding shares of Common Stock present at the meeting, in person or by
proxy. Written ballots shall not be required for the election of directors.
IN WITNESS WHEREOF, the undersigned has caused this Amended and
Restated Certificate of Incorporation to be executed this 20th day of June,
2000.
ANC RENTAL CORPORATION
By: /s/ Howard D. Schwartz
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Name: Howard D. Schwartz
Title: Senior Vice President and Secretary