Certificate of Incorporation - Koss Corp.
RESTATED CERTIFICATE OF INCORPORATION
OF
KOSS CORPORATION
Under Sections 245 and 242
of the
Delaware Corporation Law
We, THOMAS G. NEEDLES, President and THOMAS O. JOHNSEN, Secretary of
Koss Corporation, a Corporation existing under the laws of the State of
Delaware, do hereby certify under the seal of the said Corporation as follows:
FIRST: The name of the Corporation is Koss Corporation.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Secretary of State, Dover, Delaware on the 12th day of October, 1971.
THIRD: The amendments to the Certificate Incorporation effected by
this Certificate are as follows:
1. To omit the provisions which specify the general officers
of the Corporation and the principal duties of such officers;
2. To omit the provision which specifies the minimum number
of directors of the Corporation; and
3. To confer the powers to adopt, amend or repeal the By-Laws
and to provide for the issuance of preferred stock upon the directors of the
Corporation.
FOURTH: The Board of Directors of the Corporation at a meeting duly
called and held on July 28, 1977, at which a quorum was present for the
transaction of all business, adopted a resolution proposing and declaring
advisable the above amendments to the Certificate of Incorporation and directed
the amendments proposed and the Restated Certificate of Incorporation, in the
form stated below, be considered at tile next annual meeting of shareholders.
FIFTH: The amendments and the restatement of the Certificate of
incorporation have been duly adopted in accordance with the provisions of the
General Corporation Law of the State of Delaware by an affirmative vote of the
holders of a Majority of all the outstanding shares entitled to vote at a
meeting of shareholders.
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SIXTH: The text of the Certificate of Incorporation of said Koss
Corporation, as amended is hereby restated as further amended by this
Certificate to read in full, as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
KOSS CORPORATION
ARTICLE I. NAME
The name of the Corporation shall be KOSS CORPORATION.
ARTICLE II. PERIOD OF EXISTENCE
The period of existence of the Corporation shall be perpetual.
ARTICLE III. PURPOSE
The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporation may be organized under
the General Corporation Law Delaware.
ARTICLE IV. POWERS
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal By-Laws of the Corporation, and to fix and establish
by resolution or resolutions providing for the issuance of preferred
stock the voting powers, designations, preferences and relative,
participating, optional or other rights, if any, of such stock and the
related qualifications, limitations or restrictions, as it may deem
appropriate, including, but not limited to the rate of dividends, the
rights of dissolution and other terms and conditions on which shares
may be converted into other classes of stock. The express power of
the Board of Directors to adopt, amend or repeal By-Laws of the
Corporation, shall neither divest nor limit the power of the
shareholders to adopt, amend or repeal By-Laws.
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ARTICLE V. CAPITAL STOCK
The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is Two Million (2,000,000)
shares designated as "Common Stock" with One Cent ($0.01) par value.
ARTICLE VI. REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the
State of Delaware is:
100 West Tenth Street, New Castle County
Wilmington, Delaware
The name of the registered agent of the Corporation at such
address is The Corporation Trust Company.
ARTICLE VII. AMENDMENT
The Certificate of Incorporation may be amended in the manner
authorized by law at the time of such amendment.
IN WITNESS WHEREOF, we hereby declare and certify that this is the act
and deed of the Corporation and that the facts herein stated are true and
accordingly, we have executed this Restated Certificate in duplicate and have
caused the corporate seal of the Corporation to be hereunto affixed this 20th
day of October, 1977.
/s/ Thomas G. Needles
------------------------------------
Thomas G. Needles, President
[Corporate Seal]
Attest:
/s/ Thomas O. Johnsen
------------------------------------
Thomas O. Johnsen, Secretary
State of Wisconsin )
) SS
County of Milwaukee )
Be it remembered on this 20th day of October, 1977, personally came
before me, a Notary Public in and for the county and state aforesaid, THOMAS G.
NEEDLES, President and THOMAS 0.
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JOHNSEN, Secretary, of Koss Corporation, a corporation of the State of
Delaware, parties to the foregoing certificate, known to me personally to be
such, and they duly executed said certificate before me and acknowledged the
said certificate to be their act and deed and the act and deed of said
Corporation and that the facts herein stated are true and that the seal affixed
to said certificate and attested by the Secretary of said Corporation is the
common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
date and year aforesaid.
/s/ Thomas J. Beczkiewicz
------------------------------------
Notary Public, State of Wisconsin
My Commission: expires August 5, 1979
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CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KOSS CORPORATION
Under Section 242
of the
Delaware General Corporation Law
We, JAMES D. DODSON, President, and DENNIS P. WHERRY, Secretary, of
Koss Corporation, a corporation existing under, the laws of the State of
Delaware, do hereby certify under the seal of the said Corporation as follows:
FIRST: The name of the Corporation is Koss Corporation.
SECOND: The Certificate of Incorporation of the Corporation was filed
hy the Secretary of State, Dover, Delaware, on the 12th day of October, 1971,
and a Restated Certificate of Incorporation was so filed on the 16th day of
November, 1977.
THIRD: The purpose of the amendment to the Restated Certificate of
Incorporation effected by this Certificate is to increase the number of
authorized shares of Common Stock to eight million five hundred thousand
(8,500,000) from four million (4,000,000) by deleting the text of Article V in
its entirety and restating it to read as follows:
The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is eight million five
hundred thousand (8,500,000) shares designated as "Common Stock" with
One Cent ($ 0.01) par value.
FOURTH: The Board of Directors of the Corporation at a meeting duly
called and held on July 30, 1981, at which a quorum was present for the
transaction of all business, adopted a resolution proposing and declaring
advisable the above amendment to the Restated Certificate of Incorporation and
directed the amendment proposed, in the form stated above, be considered at the
next annual meeting of shareholders.
FIFTH: The amendment to the Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of the General Corporation Law
of the State of Delaware by an affirmative vote of the holders of a majority of
all the outstanding shares entitled to vote at a meeting of shareholders on
October 8, 1991.
IN WITNESS WHEREOF, we hereby declare and certify that this is the act
and deed of the Corporation and that the facts herein
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stated are true and accordingly, we have executed this Certificate of Amendment
in duplicate and have caused the corporate seal of the Corporation to be
hereunto affixed this 9th day of October, 1981.
/s/ James D. Dodson
------------------------------------
[Corporate Seal] James D. Dodson, President
Attest:
/s/ Dennis P. Wherry
------------------------------------
Dennis P. Wherry, Secretary
State of Wisconsin )
) SS
County of Milwaukee )
Be it remembered on this 9th day of October, 1981, personally came
before me, a Notary Public in and for the county and state aforesaid, JAMES D.
DODSON, President, and DENNIS P. WHERRY, Secretary, of Koss Corporation, a
corporation of the State of Delaware, parties to the foregoing certificate,
known to me personally to be such, and they duly executed said certificate
before me and acknowledged the said certificate to be their act and deed and
the act and deed of said Corporation and that the facts herein stated are true
and that the seal affixed to said certificate and attested by the Secretary of
said Corporation is the common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office and
date and year aforesaid.
/s/ Delos N. Lutton
------------------------------------
[Notarial Seal] Notary Public, State of Wisconsin
My commission: is permanent
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CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KOSS CORPORATION
under Section 303
of the
Delaware General Corporation Law
We, JOHN C. KOSS, President, and MICHAEL F. MOORE, Secretary, of Koss
Corporation. a corporation existing under the laws of the State of Delaware, do
hereby certify under the seal of the said Corporation as follows:
FIRST: The name of the Corporation is Koss Corporation.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Secretary of State, Dover, Delaware on the 12th day of October, 1971,
and a Restated Certificate of Incorporation was so filed on the 16th day of
November, 1977.
THIRD: The purpose of the amendment to the Restated Certificate of
Incorporation effected by this Certificate is to prohibit the issuance of
non-voting equity securities by the Corporation by adding the following
sentence to the existing text of Article IV:
"The Board shall not have the power to create a non-voting class of
stock. All classes of stock authorized and issued by the Corporation
shall have some form of voting rights."
FOURTH: The Board of Directors of the Corporation at a meeting duly
called and held on March 21, 1986, at which a quorum was present for the
transaction of all business, adopted a resolution proposing and declaring
advisable the above amendment to the Restated Certificate of Incorporation.
IN WITNESS WHEREOF, we hereby declare and certify that this is the act
and deed of the Corporation and that the facts herein stated are true and
accordingly, we have executed this Certificate of Amendment in duplicate and
have caused the corporate of the Corporation to be hereunto affixed this 24th
day of March, 1986.
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/s/ John C. Koss
------------------------------------
John C. Koss, President
[Corporate Seal]
Attest:
/s/ Michael F. Moore
------------------------------------
Michael F. Moore, Secretary
State of Wisconsin )
: SS
County of Milwaukee )
Be it remembered on this 24th day of March, 1986, personally came
before me, a Notary Public in and for the county and state aforesaid, JOHN C.
KOSS, President, and MICHAEL F. MOORE, Secretary, of Koss Corporation, a
corporation of the State of Delaware, parties to the foregoing Certificate,
known to me personally to be such, and they duly executed said certificate
before me and acknowledged the said certificate to be their act and deed and
the act and deed of said Corporation and that the facts herein stated are true
and that the seal affixed to said certificate and attested by the Secretary of
said Corporation is the common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office and
date and year aforesaid.
/s/ Linda M. Besecker
------------------------------------
[NOTARY SEAL] Notary Public, State of Wisconsin
My commission expires 8-5-90
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CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KOSS CORPORATION
Under Section 242
of the
Delaware General Corporation Law
We, JOHN C. KOSS, President, and MICHAEL E. MOORE, Secretary, of Koss
Corporation, a corporation existing under the laws of the State of Delaware, do
hereby certify under the seal of said Corporation as follows:
FIRST: The name of the Corporation is Koss Corporation.
SECOND: The Certificate of Incorporation of the Corporation was filed
by the Secretary of State, Dover , Delaware, on the 12th day of October, 1971,
and a Restated Certificate of Incorporation was so filed on the 16th day of
November, 1977.
THIRD: The purpose of the amendment to the Restated Certificate of
Incorporation effected by this Certificate is to add a new Article VIII to the
Certificate which shall recite as follows:
"To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereinafter be amended, no person who
is or was a director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
his fiduciary duty as a director; provided that this Article shall not
eliminate or limit the liability of a person who is or was a director
for any breach of the director's duty of loyalty to the Corporation or
its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for
conduct that is the subject of Section 174 of the Delaware General
Corporation Law or for any transaction from which such person derived
an improper personal benefit. This Article shall be effective only as
to acts or omissions occurring on or after the effective date of this
amended Certificate of Incorporation."
FOURTH: The Board of Directors of the Corporation by their unanimous
consent, in accordance with Delaware General Corporation Law Section 141(f), as
of August 28. 1986, adopted a resolution proposing and declaring advisable the
above amendment to the Restated Certificate of Incorporation.
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IN WITNESS WHEREOF, we hereby declare and certify that this is the act
and deed of the Corporation and that the facts herein stated are true and
accordingly, we have executed this Certificate of Amendment in duplicate and
have caused the corporate seal of the Corporation to be hereunto affixed this
23rd day of December, 1986.
/s/ John C. Koss
------------------------------------
John C. Koss, President
[Corporate Seal]
Attest:
/s/ Michael F. Moore
------------------------------------
Michael F. Moore, Secretary
State of Wisconsin )
: SS
County of Milwaukee )
Be it remembered on this 8th day of January, 1987, personally came
before me, a Notary Public in and for the county and state aforesaid, JOHN C.
KOSS, President, and MICHAEL F. MOORE, Secretary, of Koss Corporation, a
corporation of the State of Delaware, parties to the foregoing certificate,
known to me personally to be such, and they duly executed said certificate
before me and acknowledged the said certificate to be their act and deed and
the act and deed of said Corporation and that the facts herein stated are true
and that the seal affixed to said certificate and attested by the Secretary of
said Corporation is the common or corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office and
date and year aforesaid.
/s/ Linda M. Besecker
------------------------------------
[NOTARY SEAL] Notary Public, State of Wisconsin
My commission expires 8-5-90
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