EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
FINE AIR SERVICES CORP.
ARTICLE I
The name of the corporation is FINE AIR SERVICES CORP., hereinafter
called the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle and the
name of its registered agent at such address is CORPORATION SERVICE COMPANY.
ARTICLE III
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV
The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
NUMBER OF SHARES PAR VALUE CLASS OF
AUTHORIZED PER SHARE STOCK
---------------- --------- --------
3,000 $ .01 Common
ARTICLE V
The name of the Incorporator is Jane S. Krayer and the address of the
Incorporator is 1013 Centre Road, City of Wilmington, County of New Castle.
ARTICLE VI
The Board of Directors of the Corporation shall consist of at least one
director, with the exact number to be fixed from time to time in the manner
provided in the bylaws of the Corporation. The number of directors constituting
the initial Board of Directors is two and the names and addresses of the members
of the initial Board of Directors, who are to serve as the Corporation's
directors until their successors are duly elected and qualified are:
J. Frank Fine
2261 N.W. 67th Avenue
Building 700
Miami, Florida 33122
Barry H. Fine
2261 N.W. 67th Avenue
Building 700
Miami, Florida 33122
ARTICLE VII
No director of the Corporation shall be 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 that involve intentional misconduct or a knowing violation of
law, (iii) under ss.174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. It is
the intent that this provision be interpreted to provide the maximum protection
against liability afforded to directors under the Delaware General Corporation
Law in existence either now or hereafter.
ARTICLE VIII
This Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent not prohibited by law in
existence either now or hereafter.
ARTICLE IX
The directors of the Corporation shall have the power to adopt, amend
or repeal the bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator named
above, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, has signed this Certificate of
Incorporation this 11th day of May, 1998.
/S/ JANE S. KRAYER
-----------------------------------
Jane S. Krayer
Sole Incorporator
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