Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
HAMILTON AEROSPACE TECHNOLOGIES, INC.
FIRST: The name of the corporation is Hamilton Aerospace Technologies, Inc.
SECOND: The address of its registered office in the State of Delaware is
Werb & Sullivan, 300 Delaware Avenue, 10th Floor, Wilmington, New Castle County,
State of Delaware. The name of its Registered Agent at such address is Brian A.
Sullivan, Esq.
THIRD: The nature of the business or purpose to be conducted or promoted is
to engaged in any lawful act or activity which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which corporation shall have
authority to issue is 1,000 shares of common stock without par value.
FIFTH: The name and mailing address of the incorporator is as follows:
NAME: Brian A. Sullivan, Esq.
ADDRESS: Werb & Sullivan
300 Delaware Ave., 10th Floor
P.O. Box 25046
Wilmington, DE 19899
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the corporation.
EIGHTH: No director shall have personal liability to the corporation or
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this Article shall not eliminate or limit the liability of a
director(i) for any breach of the director's duty of loyalty to the corporation
or its stockholders; (ii) for facts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law(iii)under Section
174 of Title 8 of the Delaware Code;(iv) for any transaction form which the
director derived an improper personal benefit.
NINTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor to stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in any manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, as the case may be, and/or stockholders or class of stockholders of
this corporation agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors, as the case may be, and also on this corporation.
TENTH: Elections of directors need not be by written ballot unless the
By-Laws of this corporation so provide.
I, the undersigned, being the incorporator herein above named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, to make this certificate, acknowledging the penalty of
perjury, hereby declaring and certifying that this Instrument is my act and deed
and the facts herein stated are true, pursuant to 8 Del. C.ss.103(b)(2)and
accordingly have hereunto set my hand this 5th day of April, A.D., 2002.
s/s Brian A. Sullivan
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Brian A. Sullivan