Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN PACIFIC CORP | p18735e8vk.htm |
EX-3.2 - EX-3.2 - AMERICAN PACIFIC CORP | p18735exv3w2.htm |
EX-10.1 - EX-10.1 - AMERICAN PACIFIC CORP | p18735exv10w1.htm |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN PACIFIC CORPORATION
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN PACIFIC CORPORATION
The undersigned, Joseph Carleone and Linda Ferguson, hereby certify that:
1. They are the President and Chief Executive Officer, and Secretary, respectively, of
American Pacific Corporation, a Delaware corporation (the Corporation), the original Certificate
of Incorporation of which was filed with the Secretary of State of the State of Delaware on
December 9, 1980.
2. Article VI of the Restated Certificate of Incorporation of the Corporation is amended and
restated to read in its entirety as follows:
The business and affairs of the Corporation shall be managed by or under the
direction of its Board of Directors. The initial number of directors of the
Corporation shall be five, and the time for which such directors shall severally
hold office shall be as provided herein and in the By-Laws. The number of directors
which shall thereafter constitute the whole Board of Directors shall be determined
from time to time by resolution adopted by affirmative vote of a majority of the
whole Board of Directors but shall not be less than three nor more than twelve. The
Board of Directors shall be classified with respect to the time for which the
directors shall severally hold office by dividing them into three classes, such
classes to be as nearly equal in number as possible. If the number of directors set
by such resolution is a number which is not evenly divisible by three, the Board of
Directors shall by resolution determine the number of directors in each class which
shall be, as nearly as possible, the same number for each class, provided that no
decrease in the number of directors shall shorten the term of any incumbent
director. At each annual meeting of stockholders beginning with the annual meeting
to be held in 1981, directors shall be chosen for a term of three (3) years to
succeed those whose terms then expire and shall hold office until the third
following annual meeting of stockholders and until the election of their respective
successors. Each director shall be elected by the vote of the majority of the votes
cast with respect to the director at any meeting for the election of directors at
which a quorum is present. In the event a director who is running for election at
an annual meeting does not receive the requisite amount of votes to be elected at
such meeting, the incumbent director shall remain in office until the next annual
meeting. At that time, two (2) classes of nominees will stand for election, and so
on, providing that the holdover nominees shall run only for the remainder of their
term. Any vacancy on the Board of Directors, whether arising through death,
resignation or removal of a director and any newly created directorships in any
class, shall be filled by a majority vote of all the remaining directors although
less than a quorum. The term of office of any director elected to fill such a
vacancy shall expire at the expiration of the term of office of directors of the
class in which the vacancy occurred. Elections of directors need not be by ballot
unless the By-Laws of the Corporation shall so provide.
3. This Certificate of Amendment has been duly adopted by the Board of Directors and
stockholders of this Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of Restated
Certificate of Incorporation on this 8th day of March, 2011.
/s/ JOSEPH CARLEONE | ||||
Joseph Carleone | ||||
President and Chief Executive Officer | ||||
/s/ LINDA FERGUSON | ||||
Linda Ferguson | ||||
Secretary | ||||
Page 2 of Exhibit 3.1