EXHIBIT 3.11
CERTIFICATE OF INCORPORATION
OF
MVE INTERNATIONAL HOLDINGS, INC.
THE UNDERSIGNED, being a natural person for the purpose of organizing
a corporation under the General Corporation Law of the State of Delaware, hereby
certifies that:
FIRST: The name of the Corporation is MVE International Holdings, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City
of Wilmington, County of New Castle, State of Delaware. The name of the
registered agent of the Corporation in the State of Delaware at such address is
The Corporation Trust 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, as from time to time amended.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000, all of which shares shall be
Common Stock having a par value of $0.01.
FIFTH: The name and mailing address of the incorporator are John J.M.
Selig, c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
10153.
SIXTH: In furtherance and not in limitation of the powers conferred by
law, subject to any limitations contained elsewhere in these articles of
incorporation, by-laws of the Corporation may be adopted, amended or repealed by
a majority of the board of directors of the Corporation, but any by-laws adopted
by the board of directors may be amended or repealed by the stockholders
entitled to vote
thereon. Election of directors need not be by written ballot.
SEVENTH: (a) A director of the Corporation shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, or (ii) for
acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
shall have derived an improper personal benefit. Neither amendment nor repeal of
this paragraph (a) nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the
effect of this paragraph (a) in respect of any matter occurring, or any cause of
action, suit or claim that, but for this paragraph (a) of this Article, would
accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
(b) The Corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to, or testifies in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.
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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Incorporation on this 28th day of October, 1997.
/s/ John J.M. Selig
----------------------------------------
John J.M. Selig
Sole Incorporator
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MVE INTERNATIONAL HOLDINGS, INC.
MVE INTERNATIONAL HOLDINGS, 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 MVE International Holdings, Inc. The date
of filing of its original certificate of Incorporation with the Secretary of
State was October 29, 1997.
2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of this
corporation allowing adding the names of the directors of the corporation to the
Certificate of Incorporation and by allowing each such director to act for the
other on matters concerning the corporation.
3. The text of the Certificate of Incorporation is hereby amended and
restated to read as herein set forth in full:
THE UNDERSIGNED, being a natural person for the purpose of organizing
a corporation under the General Corporation Law of the State of Delaware, hereby
certifies that:
FIRST: The name of the Corporation is MVE International Holdings, Inc.
SECOND: The address of the registered Office of the Corporation in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City
of Wilmington, County at New Castle, State of Delaware. The name of the
registered agent of the Corporation in the State of Delaware at such address is
The Corporation Trust 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, as from time to time amended.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1,000, all of which shares shall be
Common Stock having a par value of $0.01.
FIFTH: The name and mailing address of the incorporator are John J.M.
Selig, c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
10153.
SIXTH: The names and addressee of the persons who are to serve as
directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
Name Address
---- ------------------------------------
Lewis Shender c/o MVE International Holdings, Inc.
Two Appletree Square -- Suite 100
8011 34th Avenue South
Bloomington, Minnesota 55425
John Kuharik c/o MVE International Holdings, Inc.
Two Appletree Square -- Suite 100
8011 34th Avenue South
Bloomington, Minnesota 55425
Both directors are citizens of the United States of America.
SEVENTH: In furtherance and not in limitation of the powers conferred
by law, subject to any limitations contained elsewhere in these articles of
incorporation, by-laws at the Corporation may be adopted, amended or repealed by
a majority of the board of directors or the Corporation, but any by-laws adopted
by the board of directors may be amended or repealed by the stockholders
entitled to vote thereon. Election of directors need not be by written ballot.
EIGHTH: (a) A director of the Corporation Shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, or (ii) for
acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the
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director shall have derived an improper personal benefit. Neither amendment nor
repeal of this paragraph (a) nor the adoption of any provision of the
Certificate of Incorporation inconsistent with this paragraph (a) shall
eliminate or reduce the effect of this paragraph (a) in respect of any matter
occurring, or any cause of action, suit or claim that, but for this paragraph
(a) of this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
(b) The Corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to, or testifies in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature, by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permitted by law, and the Corporation may adopt By-laws or enter
into agreements with any such person for the purpose of providing for such
indemnification.
4. This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.
5. This Amended and Restated Certificate of Incorporation shall be
effective on the 13th day of November, 1997.
IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Certificate of Incorporation on this 13th day of November, 1997.
/s/ Lewis Shender
----------------------------------------
Lewis Shender
/s/ John Kuharik
----------------------------------------
John Kuharik
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CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MVE INTERNATIONAL HOLDINGS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is MVE International Holdings, Inc.
2. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out Article FIRST thereof and by
substituting in lieu of said Article the following new Article FIRST:
"FIRST: The name of the corporation is Chart International Holdings,
Inc."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on May 8, 2000
/s/ John T. Romain,
----------------------------------------
John T. Romain, Assistant Secretary
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CHART INTERNATIONAL HOLDINGS, INC.
----------
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, Michael F. Biehl, being the Treasurer of Chart
International Holdings, Inc., a Delaware corporation (the "Corporation"), hereby
certify as follows:
1. The name of the Corporation is Chart International Holdings, Inc.
2. The amendment of the Certificate of Incorporation as hereinafter
set forth has been duly adopted in accordance with Section 242 of the Delaware
General Corporation Law.
3. The Certificate of Incorporation of Chart International Holdings,
Inc. is hereby amended, effective September 15, 2003, so that Article FOURTH
shall henceforth read, in its entirety, as follows:
"A. Authorized Capital. The total number of shares of capital
stock which the Corporation shall have authority to issue is 1,000,
all of which shares shall be Common Stock having a par value of $0.01.
B. Limitation on Issuance of Non-Voting Equity Securities.
Notwithstanding any other provision in this Article FOURTH, pursuant
to Section 1123(a)(6) of Chapter 11 of Title 11 of the United States
Code, the Corporation will not issue non-voting equity securities
(which shall not be deemed to include any warrants or options to
purchase capital stock of the Corporation); provided, however, that
this provision (i) will have no further force or effect beyond that
required under Section 1123 of the Bankruptcy Code, (ii) will have
such force and effect, if any, only for so long as such section is in
effect and applicable to the Corporation or any of its wholly-owned
subsidiaries and (iii) in all events may be amended or eliminated in
accordance with applicable law as from time to time in effect."
IN WITNESS WHEREOF, the undersigned subscribes this Certificate of
Amendment and affirm that the facts stated herein are true under penalties of
perjury, this 12th day of September, 2003.
/s/ Michael F. Biehl
----------------------------------------
Michael F. Biehl, Chief
Financial Officer and Treasurer
Effective Date: September 15,2003