Attached files
file | filename |
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8-K - FORM 8-K - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c15071e8vk.htm |
EX-3.2 - EXHIBIT 3.2 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c15071exv3w2.htm |
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.
OF
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.
April 4, 2011
ARTICLE I
The name of the corporation (the Corporation) is Sotera Defense Solutions, Inc.
ARTICLE II
The address of the Corporations registered office in the State of Delaware is in New Castle
County, at 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent at
such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation 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.
ARTICLE IV
The total number of shares of all classes of stock that the Corporation shall have authority
to issue is 1,000 shares of Common Stock having the par value of $0.01 per share.
ARTICLE V
The number of directors of the Corporation shall be fixed from time to time by the Board of
Directors of the Corporation.
ARTICLE VI
In furtherance and not in limitation of the powers conferred upon it by law, the Board of
Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the
Corporation.
ARTICLE VII
Unless and except to the extent that the Bylaws of the Corporation so require, the election of
directors of the Corporation need not be by written ballot.
ARTICLE VIII
1. To the fullest extent from time to time permitted by law, no director of the Corporation
shall be personally liable to any extent to the Corporation or its stockholders for monetary
damages for breach of his fiduciary duty as a director. If the General Corporation Law of the
State of Delaware (the DGCL) is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of
the Corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.
2. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any
director or officer of the Corporation who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a Proceeding) by reason of the fact that he or she is or
was a director, officer, employee or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to employee benefit plans,
against expenses (including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any such Proceeding. The
Corporation shall be required to indemnify a person in connection with a Proceeding initiated by
such person only if the Proceeding was authorized by the Board of Directors.
3. Neither any amendment or repeal of any Section of this Article VIII, nor the adoption of
any provision of this Restated Certificate of Incorporation inconsistent with this Article VIII,
shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or
any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE IX
Each person who is or was or had agreed to become a director or officer of the Corporation,
and each such person who is or was serving or who had agreed to serve at the request of the
Corporation as a director, officer, partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise (including the
heirs, executor, administrators or estate of such person), shall be indemnified and advanced
expenses by the Corporation to the fullest extent permitted from time to time by applicable law.
Any repeal or modification of this Article IX shall not adversely affect any right to
indemnification of any person existing at the time of such repeal or modification with respect to
any matter occurring prior to such repeal or modification.