CERTIFICATE OF INCORPORATION
FIRST. The name of the corporation is Sensytech, Inc.
SECOND. Its registered office in the State of
is located at Delaware 1209 Orange Street, in the City of Washington, . The name Countyof New Castle
and address of its registered agent is The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware.
THIRD. The nature of the business and its purpose is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware, including, without limitation, research,
development and manufacturing.
FOURTH. The total number of shares of Common Stock which the
corporation shall have authority to issue is twenty-five million (25,000,000)
and the par value of each of such shares is $0.01, amounting to two-hundred
fifty thousand dollars ($250,000.00).
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
NINTH. In furtherance and not in limitation of the powers conferred
by statue, the board of directors is expressly authorized.
To make, alter or repeal the bylaws 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 purpose and to abolish any such
reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors or the corporation, which to the extend provided in the resolution
or in the bylaws of the corporation, shall have and may exercise the powers 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. Such committee or committee shall have such name
or names as may be stated in the bylaws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders meeting duly called for that purpose or when authorized by the
written consent of the holders of a majority of the voting stock issued and
outstanding to sell, lease or exchange all of the property and assets of the
corporation and for such consideration, which may be in whole or in part
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
interest of the corporation
TENTH. Meetings of stockholders may be held outside the State of
, if the by laws so provide. The books of the corporation may be kept Delaware
(subject to any provision contained in the statues) outside the State of
at such place or places as may be designated from time to time by the Delaware
board of directors or in the bylaws of the corporation. Elections of directors
need not be by ballot unless the bylaws of the corporation shall so provide.
ELEVENTH. 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 statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TWELFTH. 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 and court of equitable
jurisdiction within the State of
may on the application in a summary Delaware
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 tile 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 or tile 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 arrangements
and to any reorganization of this corporation as consequence of such
compromise or arrangements the said compromise or arrangement sand 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.
THIRTEENTH. 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 Director's 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 the State of
as the same exists or Delaware
hereafter may be amended, or (iv) for any transaction from which the Director
derived an improper personal benefit. If the General Corporation Law of the
hereafter is amend to authorize the further elimination or Delaware
limitation of the liability of Directors, then the liability of a Director of
the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extend permitted by the amended Delaware General Corporation Law of
the State of
. Any repeal or modification of this Article THIRTEENTH Delaware
by the stockholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a Director of
the corporation existing at the time of such repeal or modification.
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
Sensytech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: At a meeting of the Board of Directors of the Corporation held on July 16, 2004 resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, and the Board of Directors of the Corporation, declaring said amendment to be advisable, submitted the proposed amendment to the stockholders of the Corporation for consideration at a special meeting of the stockholders of said Corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article FIRST of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:
“FIRST. The name of the corporation is ARGON ST, Inc.”
That thereafter, the proposed resolution was adopted by the affirmative vote of
a majority of the outstanding stock entitled to vote thereon at a special
meeting of the stockholders of said Corporation held on September 28, 2004
in accordance with Section 211 of the General Corporation Law of the State
That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation law of the State of
IN WITNESS WHEREOF, said Sensytech, Inc. has caused this Certificate of Amendment to be signed by Donald F. Fultz, its Vice President and Chief Financial Officer, this 28th day of September, 2004.
/s/ Donald F. Fultz