Attached files

file filename
EX-10.1 - EX-10.1 - RUCKUS WIRELESS INCd179838dex101.htm
EX-4.2 - EX-4.2 - RUCKUS WIRELESS INCd179838dex42.htm
EX-4.1 - EX-4.1 - RUCKUS WIRELESS INCd179838dex41.htm
EX-3.2 - EX-3.2 - RUCKUS WIRELESS INCd179838dex32.htm
8-K - 8-K - RUCKUS WIRELESS INCd179838d8k.htm

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

RUCKUS WIRELESS, INC.

ARTICLE I.

The name of the corporation (hereinafter the “Corporation”) is Ruckus Wireless, Inc.

ARTICLE II.

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust 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 (the “DGCL”), as the same may be amended and supplemented from time to time.

ARTICLE IV.

The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000). The par value of each of such shares is $0.001. All such shares are of one class and are shares of Common Stock.

ARTICLE V.

The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.

ARTICLE VI.

In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.

ARTICLE VII.

Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII.

The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.


To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.

ARTICLE IX.

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 on stockholders herein are granted subject to this reservation, provided that no amendment, alteration, change or repealment shall eliminate or reduce the effect of Article VIII hereof in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for Article VIII hereof, would accrue or arise, prior to such amendment, alteration, change or repealment.