EXHIBIT 3(i) - CERTIFICATE OF INCORPORATION OF
CUBIC CORPORATION (AS AMENDED)
1. The name of the corporation is:
CUBIC CORPORATION
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is 20,000,000 shares which shall be Common Stock without par
value.
5. The name and mailing address of the incorporator of the corporation is:
William Bruner
9333 Balboa Avenue
San Diego, California 92123
6. The board of directors is authorized to make, alter, or repeal the
by-laws of the corporation. Elections of Directors need not be by written
ballot unless required by the Bylaws of the corporation.
7. The affirmative vote of the holders of two-thirds (66 2/3%) of the
outstanding Common Stock of this corporation shall be required for the approval,
adoption or authorization of a business combination (as hereinafter defined) and
no business combination shall be entered into without such affirmative vote.
As used in this Article 7., the term "business combination" means:
(a) The merger of this corporation into, or its consolidation with, any
other corporation, person or business entity;
(b) The merger of any other corporation, person or business entity into, or
its consolidation with this corporation;
(c) the sale, exchange, lease transfer, or other disposition by this
corporation of sixty percent (60%) or more of its assets or business to any
other corporation, person or business entity;
(d) The issuance or transfer at any one time by this corporation, or by any
subsidiary of this corporation, of fifty percent (50%) or more of voting
securities issued pursuant to a stock option, purchase, bonus performance unit
or other plan or agreement for natural persons who are directors, employees,
consultants, and/or agents of this corporation and/or a subsidiary thereof to
any other corporation, person or business entity in exchange for cash, assets,
or securities or any combination thereof; or
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(e) any agreement, contract or other arrangement between this corporation
and any other corporation, person or business entity providing for any of the
transactions described in clauses (a), (b), (c), or (d) immediately preceding
this clause (e).
The provisions of the Article 7., shall not apply to any transaction
described in this Article 7., (i) if the Board of Directors of this corporation
has approved a memorandum of understanding with such other corporation, person
or business entity with respect to and substantially consistent with such
transaction prior to the time such other corporation, person or business entity
became an owner of five percent (5%) of the outstanding Common Stock of this
corporation, or (ii) to any corporation, person or business entity which is an
owner of five percent (5%) of the outstanding Common Stock of this corporation
at the time of adoption of this Article 7.
The affirmative vote of the holders of two-thirds (66 2/3%) of the
outstanding Common Stock of this corporation shall be required for the amendment
of all or any part of this Article 7.
8. No action shall be taken by the Shareholders except at an Annual or
Special meeting of Shareholders.
9. Special meetings of the Shareholders of the corporation for any purpose
or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the
Board of Directors or in the Bylaws of the corporation, include the power to
call such meetings, but such Special meetings may not be called by any other
person or persons.
10. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal,
alter, amend and rescind the Bylaws of this corporation, but any Bylaw
amendment by the Board of Directors increasing or reducing the authorized
number of Directors shall require a resolution adopted by the affirmative
vote of not less than two-thirds (2/3rds) of the then authorized number of
Directors. Bylaws shall not be made, repealed, altered, amended or rescinded
by the Shareholders of the corporation except by the vote of the holders of
not less than 66 2/3% of the total voting power of all outstanding shares of
voting stock of the corporation.
11. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on Shareholders
herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in Articles 7, 8,
9, 10 and this Article 11 may not be repealed or amended in any respect unless
such repeal or amendment is approved by the affirmative vote of the holders of
not less than 66 2/3% of the total voting power of all outstanding shares of
voting stock of this corporation.
12. No Director shall be personally liable to the Corporation or
Stockholders for monetary damages for any breach of fiduciary duty by such
Director, as a Director. Notwithstanding the foregoing sentence, a Director
shall be liable to the extent provided by applicable law (i) for breach
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of the Director's duty of loyalty to the Corporation or its Stockholders (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
Corporation Law, or (iv) for any transaction from which the Director derived an
improper personal benefit.
No amendment to, or repeal of, this Article shall apply to, or have any
effect on, the liability or alleged liability of any Director of Cubic
Corporation for, or with respect to, any acts or omissions of such Director,
occurring prior to such amendment.
THE UNDERSIGNED, being the incorporator herein before named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make and file this Certificate.
/s/ William Bruner
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WILLIAM BRUNER
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