CERTIFICATE OF INCORPORATION
OF
HEWLETT-PACKARD COMPANY
ARTICLE I
The name of this corporation is Hewlett-Packard Company (the
'Corporation').
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of
New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
The Corporation is authorized to issue two classes of stock to be
designated, respectively, Preferred Stock, par value $0.01 per share
('Preferred'), and Common Stock, par value $0.01 per share ('Common').
The total number of shares of Common that the Corporation shall have
authority to issue is 4,800,000,000. The total number of shares of
Preferred that the Corporation shall have authority to issue is
300,000,000. The Preferred Stock may be issued from time to time in one
or more series.
The Corporation shall from time to time in accordance with the
laws of the State of Delaware increase the authorized amount of its
Common if at any time the number of Common shares remaining unissued and
available for issuance shall not be sufficient to permit conversion of
the Preferred.
The Board of Directors is hereby authorized, subject to limitations
prescribed by law and the provisions of this Article IV, by resolution to
provide for the issuance of the shares of Preferred in one or more series,
and to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, privileges,
preferences, and relative participating, optional or other rights, if any,
of the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
A. The number of shares constituting that series (including
an increase or decrease in the number of shares of any such series
(but not below the number of shares in any such series then
outstanding)) and the distinctive designation of that series;
B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
C. Whether that series shall have the voting rights (including
multiple or fractional votes per share) in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such privileges, including
provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine;
E. Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and
the amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption rates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and the amount of such sinking funds;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and
H. Any other relative rights, preferences and limitations
of that series.
No holders of shares of the corporation of any class, now or
hereafter authorized, shall have any preferential or preemptive rights
to subscribe for, purchase or receive any shares of the corporation of
any class, now or hereafter authorized, or any options or warrants for
such shares, or any rights to subscribe for, purchase or receive any
securities convertible to or exchangeable for such shares, which may at
any time be issued, sold or offered for sale by the corporation, except
in the case of any shares of Preferred Stock to which such rights are
specifically granted by any resolution or resolutions of the Board of
Directors adopted pursuant to this Article IV.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation, of its directors and of its
stockholders or any class thereof, as the case may be, it is further
provided that:
A. 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 of this Corporation shall not
be less than eleven (11) nor more than twenty-one (21). The exact
number of directors shall be fixed and may be changed from time to
time, within the limits specified above, by an amendment to the
Bylaws duly adopted by the stockholders or by the Board of
Directors.
B. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of
Directors is expressly authorized to make, alter, amend, or repeal
the Bylaws of the Corporation.
C. The directors of the Corporation need not be elected by
written ballot unless the Bylaws of the Corporation so provide.
D. Advance notice of stockholder nomination for the
election of directors and of any other business to be brought by
stockholders before any meeting of the stockholders of the
Corporation shall be given in the manner provided in the Bylaws of
the Corporation.
E. No action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of the
stockholders called in accordance with the Bylaws and no action
shall be taken by the stockholders by written consent.
ARTICLE VII
At the election of directors of the Corporation, each holder of
stock of any class or series shall be entitled to cumulative voting
rights as to the directors to be elected by each class or series in
accordance with the provisions of Section 214 of the General Corporation
Law of the State of
Delaware.
ARTICLE VIII
The name and mailing address of the incorporator are as follows:
Marie Oh Huber
Hewlett-Packard Company
Corporate Legal Department
3000 Hanover Street
Palo Alto, California 94304-1185
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 the laws of the State of
Delaware, and all rights conferred herein are granted subject to this
reservation.
ARTICLE X
A. To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, no
director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.
B. The Corporation may indemnify to the fullest extent permitted
by law any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a
director, officer or employee of the Corporation or any predecessor of
the Corporation or serves or served at any other enterprise as a
director, officer or employee at the request of the Corporation or any
predecessor to the Corporation.
C. Neither any amendment nor repeal of this Article X, nor the
adoption of any provision of the Corporation's Certificate of
Incorporation inconsistent with this Article X, shall eliminate or
reduce the effect of this Article X, with respect of any matter
occurring, or any action or proceeding accruing or arising or that, but
for this Article X, would accrue or arise, prior to such amendment,
repeal, or adoption of an inconsistent provision.
ARTICLE XI
Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the laws of the State of
Delaware) outside of 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
Bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges
that the foregoing Certificate of Incorporation is her act and deed and
that the facts stated herein are true.
/s/ MARIE OH HUBER
------------------
Marie Oh Huber
Incorporator
Dated: February 11, 1998
Certificate of Incorporation - Hewlett-Packard Co.
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