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EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF SECRETARY OF STATE
I, Elisha C. Dukes, Secretary of State of the State of Delaware, do
hereby certify that the above and foregoing is a true and correct copy
of Certificate of Incorporation of the "DIODES INCORPORATED", as
received and filed in this office the twenty-ninth day of July, A.D.
1968, at 10 o'clock A.M.
IN TESTIMONY WHEREOF, I have hereunto set my
hand and official seal at Dover this twenty-ninth day of July in the year of our
Lord, one thousand nine hundred and sixty-eight.
/s/ Elisha C. Dukes
Secretary of State
/s/
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Ass't Secretary of State
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CERTIFICATE OF INCORPORATION
OF
DIODES INCORPORATED
FIRST: The name of the corporation (hereinafter called the "Company") is
DIODES INCORPORATED.
SECOND: The registered office of the Company in the State of
Delaware is located at 100 West Tenth Street, in the City of Wilmington,
in the County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted, or carried on are as follows:
(1) To engage in the business of manufacturing solid state and
electronic devices.
(2) To do everything necessary, proper, advisable, or convenient
for the accomplishment of the purposes hereinabove set forth, and to do
all other things incidental thereto connected therewith, which are not
forbidden by statute or by this Certificate of Incorporation.
(3) To engage in any lawful act or activity for which
corporations may be organized Under the General Corporation Law of
Delaware.
(4) To carry out the purposes hereinabove set forth in any
state, territory, district or Possession of the United States, or in any
foreign country, to the extent that such purposes are not forbidden by
the law of such state, territory, district or possession of the United
States or by such foreign country; and, in the case of any state or
territory, district or possession of the United States, or any foreign
country, in which one or more of such purposes are forbidden by law, to
limit the purpose or purposes for which the company proposes to carry on
in such state, territory, district or possession of the United States,
or foreign country, to such purpose or purposes as are
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not forbidden by the law thereof, and any certificate for application to
do business in such state, territory, district or possession of the
United States, or foreign country.
FOURTH: The Company is authorized to issue a total of ten million
(10,000,000) shares of all classes of stock. Of such total number of
authorized shares of stock, nine million (9,000,000) shares are Common
Stock, each of which shares of Common Stock has a par value of Sixty-Six and
Two-Thirds Cents ($.66-2/3), and one million (1,000,000) shares are
Preferred Stock, each of which shares of Preferred Stock has a par value of
One Dollar ($1.00).
A statement of the designations of the authorized classes of stock
or of any series thereof, and the powers, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, or of the authority of the Board of
Directors to fix by resolution or resolutions such designations and other
terms, is as follows:
(1) Preferred Stock:
Shares of Preferred Stock may be issued from time to time in one or
more series.
The Board of Directors is hereby authorized, within the limitations
and restrictions stated in this Article FOURTH, to fix by resolution or
resolutions the designation of each series of Preferred Stock and the
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions as may be
desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions of the Board of
Directors under the General Corporation Law of Delaware.
If any proposed amendment to the Certificate of Incorporation of the
Company would alter or change the preferences, special rights or powers
given to any one or more outstanding series of Preferred Stock, so as to
affect such series adversely, or would authorize the issuance of a class or
classes of stock having preferences or rights with respect to dividends or
dissolution or the distribution of assets that would be superior to the
preferences or rights of such series of Preferred
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Stock so affected by the amendment shall be entitled to vote as a series
upon such amendment, and the affirmative vote of two-thirds (2/3) of the
outstanding shares of each such series shall be necessary to the adoption
thereof, in addition to such other vote as may be required by the General
Corporation Law of Delaware.
The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the holders of a majority
of the stock of the Company entitled to vote, without there being a class
vote of the Preferred Stock.
(2) Common Stock:
Subject to all of the preferences and rights of the Preferred
Stock or a series thereof that may be fixed by a resolution or
resolutions of the Boards of Directors, dividends may be paid on the
Common Stock as and when declared by the Board of Directors, out of any
funds of the Company legally available for the payment of such
dividends.
Except as may otherwise be provided by a resolution or
resolutions of the Board of Directors concerning the Preferred Stock or a
series thereof, or by this Certificate of Incorporation or the General
Corporation Law of Delaware, the holders of the shares of Common Stock
issued and outstanding shall have and possess the exclusive right to notice
of stockholders' meetings and the exclusive power to vote.
FIFTH: The name and mailing address of the incorporation is as
follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
A. D. Grier 100 West Tenth Street Wilmington, Delaware
</TABLE>
SIXTH: At all elections of Directors of the Company, each
stockholder who is entitled to vote upon such election shall be entitled to
as many votes as shall be equal to the number of votes which (except for
this provision as to cumulative voting) he would be entitled to cast for the
election of Directors with respect to his shares of stock multiplied by the
number of Directors to be elected, and he may cast all of such votes for a
single Director or
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may distribute them among the number to be voted for or for any two or more
of them, as he sees fit.
SEVENTH: 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 Company.
EIGHTH: The Company shall indemnify any and all persons whom it
has the power to indemnify pursuant to the General Corporation Law of
Delaware against any and all expenses, judgments, fines, amounts paid in
settlement, and any other liabilities to the fullest extent permitted by
such Law and may, the discretion of the Board of Directors purchase and
maintain insurance, at its expense, to protect itself and such persons
against any such expense, judgment, fine, amount paid in settlement or other
liability, whether or not the Company would have the power to so indemnify
such person under the General Corporation Law of Delaware.
I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State
of Delaware, do make, file and record this Certificate of Incorporation, do
hereby certify the facts herein stated are true, and have accordingly
hereunto set my hand this 26th day of July, 1968.
/s/ A.D. Grier
STATE OF DELAWARE )
) SS.
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 26th day of July 1968,
personally came before me, the subscriber, a Notary Public for the State and
County aforesaid, A.D. Grier known to me personally to be such, and
acknowledged the said Certificate of Incorporation to be her act and deed
and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ A. Dana Atwell
Notary Public
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DIODES INCORPORATED
The undersigned, Carl Wertz, the Chief Financial Officer of Diodes
Incorporated, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the first sentence of ARTICLE FOURTH of the Certificate of
Incorporation be, and it hereby is, amended to read in its entirety as follows:
FOURTH: The Company is authorized to issue a total of thirty-one
million (31,000,000) shares of all classes of stock. Of such
total number of authorized shares of stock, thirty million
(30,000,000) shares are Common Stock, each of which shares of
Common Stock has a par value of Sixty-Six and Two-Thirds Cents
($.66-2/3), and one million (1,000,000) shares are Preferred
Stock, each of which shares of Preferred Stock has a par value of
One Dollar ($1.00).
SECOND: That at a meeting of the Board of Directors of Diodes Incorporated
resolutions were duly adopted declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.
THIRD: That thereafter, pursuant to the resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of said amendment.
FOURTH: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
FIFTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, I have signed this Certificate this fifteenth
day of June, 2000.
/s/ Carl Wertz
Carl Wertz
Chief Financial Officer, Secretary and Treasurer
