Certificate of Incorporation - Micron Technology Inc.
CERTIFICATE OF INCORPORATION
OF
MICRON TECHNOLOGY, INC.
* * * * *
1. The name of the corporation is
MICRON TECHNOLOGY, INC.
2. The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust
Company.
3. The nature of the business or purposes 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 Delaware.
4. The total number of shares of stock which the
corporation shall have authority to issue is fifty million
(50,000,000) and the par value of each of such shares is Ten
Cents ($0.10) amounting in the aggregate to Five Million
Dollars ($5,000,000.00).
At all elections of directors of the corporation, each
stockholder shall be entitled to as many votes as shall
equal the number of votes which (except for such 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 by
him, and he may cast all of such votes for a single director
<PAGE>
or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
W. J. Reif 100 West Tenth Street
Wilmington, Delaware 19801
V. A. Brookens 100 West Tenth Street,
Wilmington, Delaware 19801
J. L. Austin 100 West Tenth Street,
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. 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
corporation.
8. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
Meetings of stockholders may by held within or without
the State of Delaware, as the by-laws may provide. The
books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of
the corporation.
9. 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 statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
<PAGE>
WE, THE UNDERSIGNED, being each of the incorporators
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 our act and deed and the facts
herein stated are true, and accordingly have hereunto set
our hands this 6th day of April, 1984.
W. J. REIF
--------------------
W. J. REIF
V. A. BROOKENS
--------------------
V.A. BROOKENS
J. L. AUSTIN
--------------------
J. L. AUSTIN
<PAGE>
CERTIFICATE OF FIRST AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Juan A. Benitez, President and Cathy
L. Smith, Corporate Secretary of Micron Technology, Inc. a
Delaware corporation, hereby certify that the following
amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with
Section 242 of the General Corporation Law of the State of
Delaware, as amended. Said amendment was adopted by a
resolution of the Board of Directors on October 27, 1986
which sets forth the proposed amendment, declared its
advisability and directed that it be considered at the
Annual Meeting of Shareholders. At the regularly scheduled
Annual Meeting of Shareholders held on January 26, 1987,
after due notice thereof in accordance with the law, a
majority of said shareholders entitled to vote thereon has
been voted in favor of said amendment. Said amendment as
adopted and approved adds the following provisions to the
Certificate of Incorporation:
10. Pursuant to, and to the full extent permitted by
Section 102(b) and any other relevant provisions of the
General Corporation Law of the State of Delaware, no
director shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any
breach of 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 Delaware, or (iv) for any
transaction from which the director derived an improper
personal benefit.
11. Pursuant to, and to the full extent permitted by,
Section 145 and any other relevant provisions of the General
Corporation Law of the State of Delaware, the corporation
shall, and is hereby obligated to, indemnify any person, or
the heirs, executors, or administrators of such person, 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, by reason of the fact that such person 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. The corporation shall, and is hereby
obligated to, indemnify any of said persons in each and
every situation where the corporation is obligated to make
such indemnification pursuant to said statutory provisions.
The corporation shall also, and is hereby obligated to,
indemnify any of said persons in each and every situation
where, under the aforesaid statutory provisions, the
corporation is not obligated, but is nevertheless permitted
or empowered, to make such indemnification, it being
understood that, prior to making such indemnification, the
corporation shall make, or cause to be made, such
determinations or decisions, following such procedures or
methods, as are required by said statutes.
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the corporate seal of said corporation as of this
28th of January 1987.
Juan A. Benitez
--------------------------
Juan A. Benitez, President
Cathy L. Smith
-------------------------
Cathy L. Smith, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF IDAHO
COUNTY OF ADA
The foregoing instrument was acknowledged before me
this 28th day of January, 1987 by Juan A. Benitez, as
President and Cathy L. Smith, as Corporate Secretary of
Micron Technology, Inc., a Delaware corporation, on behalf
of the corporation and that the same is the act and deed of
the corporation and the facts stated therein are true.
Notary Public Jill L. Henson
-------------------
My commission expires 7/88
---------
(SEAL)
<PAGE>
CERTIFICATE OF SECOND AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Randal W. Chance, President and Chief
Operating Officer and Cathy L. Smith, Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby
certify that the following amendment to the Certificate of
Incorporation of Micron Technology, Inc. has been duly
adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware, as amended. Said
amendment was adopted by a resolution of the Board of
Directors on October 31, 1988 which sets forth the proposed
amendment, declared its advisability and directed that it be
considered at the Company's Annual Meeting of Shareholders.
At the regularly scheduled 1988 Annual Meeting of
Shareholders held on January 30, 1989, after due notice
thereof in accordance with the law, a majority of the
outstanding stock entitled to vote thereon has been voted in
favor of said amendment. Said amendment as adopted and
approved amends paragraph 4 of the Certificate of
Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is one hundred
million (100,000,000) and the par value of each of such
shares is Ten Cents ($0.10) amounting in the aggregate to
Ten Million Dollars ($10,000,000.00)
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the corporate seal of said corporation as of the
31st of January, 1989.
Randal W. Chance
-------------------------------
Randal W. Chance, President and
Chief Operating Officer
Cathy L. Smith
-----------------------------------
Cathy L. Smith, Corporate Secretary
<PAGE>
ACKNOWLEDGEMENT
STATE OF IDAHO
COUNTY OF ADA
The foregoing instrument was acknowledged before me this 31st day of
January, 1989 by Randal W. Chance, as President and Chief Operation
Officer and Cathy L. Smith as Corporate Secretary of Micron Technology,
Inc., a Delware corporation, on behalf of the corporation and that the
same is the act and deed of the corporation and the facts stated therein
are true.
Benicia R. Morrison
Notary Public ---------------------
6-24-94
My Commission Expires ---------------------
(SEAL)
<PAGE>
CERTIFICATE OF THIRD AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, James W. Garrett, President and Chief Operating
Officer and Jill L. Devereaux, Assistant Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby certify that
the following amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware, as amended.
Said amendment was adopted by a resolution of the Board of Directors
on December 2, 1993 which set forth the proposed amendment, declared
its advisability and directed that it be considered at the Company's
Annual Meeting of Shareholders. At the regularly scheduled 1993
Annual Meeting of Shareholders duly held on January 31, 1994, after
due notice thereof in accordance with applicable law, a majority of
the outstanding stock entitled to vote thereon voted in favor of said
amendment. Said amendment as adopted and approved amends paragraph 4
of the Certificate of Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is one hundred
fifty million (150,000,000) and the par value of each of
such shares is Ten Cents ($0.10).
IN WITNESS WHEREOF, this Certificate of Third Amendment to the
Company's Certificate of Incorporation have been executed this 8th
day of February, 1994.
James W. Garrett
-------------------------------
James W. Garrett, President and
Chief Operating Officer
Jill L. Devereaux
--------------------------------------
Jill L. Devereaux, Assistant Corporate
Secretary
I, Sherilyn Maxfield, a notary public, do hereby certify
that on this 8th day of February, 1994, personally appeared
before me James W. Garrett and Jill L. Devereaux who, being by me
first duly sworn, declared that they are the President and Chief
Operating Officer and Assistant Corporate Secretary, respectively, of
Micron Technology, Inc., that they signed the foregoing document as
President and Chief Operating Officer and Assistant Corporate
Secretary of the corporation, and that the statements therein
contained are true.
Sherilyn Maxfield
----------------------------
Notary Public
Residing at Boise, Idaho
----------------
Commission Expires 10/21/97
---------
(seal)
<PAGE>
CERTIFICATE OF FOURTH AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Steven R. Appleton, Chief Executive Officer
and President and Cathy L. Smith, Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby certify that
the following amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware, as amended.
Said amendment was adopted by a resolution of the Board of Directors
on October 27, 1994 which set forth the proposed amendment, declared
its advisability and directed that it be considered at the Company's
Annual Meeting of Shareholders. At the regularly scheduled 1994
Annual Meeting of Shareholders duly held on January 30, 1995, after
due notice thereof in accordance with applicable law, a majority of
the outstanding stock entitled to vote thereon voted in favor of said
amendment. Said amendment as adopted and approved amends paragraph 4
of the Certificate of Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is three hundred
million (300,000,000) and the par value of each of
such shares is Ten Cents ($0.10).
IN WITNESS WHEREOF, this Certificate of Fourth Amendment to the
Company's Certificate of Incorporation have been executed this 30th
day of January, 1995.
Steven R. Appleton
-------------------------------
Steven R. Appleton, Chairman,
Chief Executive Officer and
President
Cathy L. Smith
--------------------------------------
Cathy L. Smith, Corporate Secretary
I, Sherilyn Maxfield, a notary public, do hereby certify
that on this 30th day of January, 1995, personally appeared
before me Steven R. Appleton and Cathy L. Smith who, being by me
first duly sworn, declared that they are the Chairman, Chief Executive
Officer and President and Corporate Secretary, respectively, of
Micron Technology, Inc., that they signed the foregoing document as
Chairman, Chief Executive Officer and President and Corporate
Secretary of the corporation, and that the statements therein
contained are true.
Sherilyn Maxfield
----------------------------
Notary Public
Residing at Ada County
----------------
Commission Expires 10/21/97
---------
(seal)