Attached files
file | filename |
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8-K - FORM 8-K - Stanley, Inc. | m64376e8vk.htm |
EX-3.2 - EX-3.2 - Stanley, Inc. | m64376exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
STANLEY, INC.
OF
STANLEY, INC.
ARTICLE I
The name of the corporation (hereinafter called the Corporation) is Stanley, Inc.
ARTICLE II
The address of the Corporations registered office in the State of Delaware is in New Castle
County, at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of the registered
agent at such address is The Corporation Service Company.
ARTICLE III
The purpose of the Corporation 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
The total number of shares of all classes of stock that the Corporation shall have authority
to issue is 1,000 shares of Common Stock having the par value of $0.01 per share.
ARTICLE V
The number of directors of the Corporation shall be fixed from time to time by the Board of
Directors of the Corporation.
ARTICLE VI
In furtherance and not in limitation of the powers conferred upon it by law, the Board of
Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the
Corporation.
ARTICLE VII
Unless and except to the extent that the Bylaws of the Corporation so require, the election of
directors of the Corporation need not be by written ballot.
ARTICLE VIII
To the fullest extent from time to time permitted by law, no director of the Corporation shall
be personally liable to any extent to the Corporation or its stockholders for monetary damages for
breach of his fiduciary duty as a director.
ARTICLE IX
Each person who is or was or had agreed to become a director or officer of the Corporation,
and each such person who is or was serving or who had agreed to serve at the request of the
Corporation as a
director, officer, partner, member, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise (including the heirs, executor,
administrators or estate of such person), shall be indemnified by the Corporation to the fullest
extent permitted from time to time by applicable law.