Attached files
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8-K - FORM 8-K - AMERICAN ITALIAN PASTA CO | c59344e8vk.htm |
EX-3.2 - EX-3.2 - AMERICAN ITALIAN PASTA CO | c59344exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMERICAN ITALIAN PASTA COMPANY
1. The name of the corporation is: American Italian Pasta Company.
2. The address of its registered office in the State of Delaware is: Corporation Trust Center,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 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 the State of Delaware (DGCL).
4. The total number of shares of stock which the corporation shall have authority to issue is:
one thousand shares (1,000) and the par value of each of such shares is: one cent ($.01)
amounting in the aggregate to Ten Dollars ($10.00).
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
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.
To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. The by-laws
may provide that in the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the board of directors, or in the by-laws of the
corporation, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter (other than the election
or removal of directors) expressly required by the DGCL to be submitted to stockholders
for approval or (ii) adopting, amending or repealing any by-law of the corporation.
When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other securities
of, any other corporation or corporations, as its board of directors shall deem
expedient and for the best interests of the corporation.
7. Elections of directors need not be by written ballot unless the by-laws of
the corporation shall provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
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 or stockholder thereof or on the application of any
receiver or receivers appointed for this corporation under the provisions of
Section 291 of the DGCL 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 the
DGCL 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 such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all the creditors
or class of creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
8. 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 upon
stockholders herein are granted subject to this reservation.
9. A director of the corporation shall not be personally 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 directors 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)
under Section 174 of the DGCL, or (iv) for any transaction from which the director
derived any 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 the
corporation for or with respect to any acts or omissions of such director occurring prior
to such amendment.