STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:10 AM 08/09/1990
902215110-- 2238397
CERTIFICATE OF INCORPORATION
OF
AMERICAN UTILICRAFT CORPORATION
ARTICLE I
NAME
----
Section 1.01. The name of the corporation is American Utilicraft
Corporation (hereinafter referred to as the "Corporation").
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
--------------------------------------
Section 2.01. The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address is CT
Corporation System.
ARTICLE III
PURPOSE
-------
Section 3.01. The nature or purpose of the business 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.
ARTICLE IV
STOCK
-----
Section 4.01. The Corporation shall be authorized to issue only one (1)
class of stock, to wit: Common Stock. The total number of shares of Common Stock
which the Corporation shall have authority to issue is Ten Thousand (10,000),
and the par value of each of such shares is One Thousandth of a Cent ($.00001)
amounting in the aggregate to Ten Cents ($0.10).
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ARTICLE V
BOOKS AND RECORDS
-----------------
Section 5.O1. The books and records of the Corporation shall be kept at
the principal place of business of the Corporation, whether or not in the State
of Delaware, or at such other place or places, whether or not in the State of
Delaware, as may be designated from time to time by the Board of Directors.
ARTICLE VI
INCORPORATOR
------------
Section 6.01. NAME AND ADDRESS. The name and mailing address of the
incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
Sharie K. Vance 8300 Greensboro Drive
Suite 1100
McLean, Virginia 22102
ARTICLE VII
AUTHORITY OF BOARD OF DIRECTORS
-------------------------------
Section 7.01. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to:
(a) make, adopt, alter, amend or repeal the By-laws of the
Corporation, and
(b) adopt from time to time By-law provisions with respect to
indemnification of directors, officers, employees, agents and other
persons as it shall deem expedient and in the best interests of the
Corporation and to the extent permitted by law.
ARTICLE VIII
ELECTION OF DIRECTORS
---------------------
Section 8.01. Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide.
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ARTICLE IX
COMPROMISE AND ARRANGEMENT
--------------------------
Section 9.01. 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 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 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 the 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.
ARTICLE X
LIABILITY OF DIRECTORS
----------------------
Section 10.01. No director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of his or her fiduciary duty as a director; provided, however, that this
provision shall not eliminate or limit the liability of a director (i) for any
breach of his or her 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 General
Corporation Law of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit.
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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 8th day of August, 1990.
/S/ SHARIE K. VANCE
-----------------------------
Sharie K. Vance, Incorporator
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STATE OF DELAWARE
[SEAL HERE]
OFFICE OF SECRETARY OF STATE
----------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE
OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF AMERICAN
UTILICRAFT CORPORATION FILED IN THIS OFFICE ON THE NINTH DAY
OF AUGUST, A.D. 1990, AT 10:10 O'CLOCK A.M.
/S/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
[DELAWARE STATE SEAL HERE]
AUTHENTICATION: :2757167
DATE: 08/09/1990
902215110
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