{"id":41605,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-honeywell-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-honeywell-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-honeywell-international-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Honeywell International Inc."},"content":{"rendered":"<pre>                                \n              Restated Certificate of Incorporation\n                               of\n                  Honeywell International Inc.\n\n       Honeywell   International  Inc.,  which   was   originally\nincorporated in the State of Delaware on May 13, 1985  under  the\nname  of East\/West Newco Corporation, hereby certifies that  this\nRestated  Certificate  of  Incorporation  was  duly  adopted   in\naccordance  with  the provisions of Section 245  of  the  General\nCorporation   Law  of  the  State  of  Delaware,  this   Restated\nCertificate  of  Incorporation only restates and  integrates  and\ndoes  not  further  amend  the provisions  of  the  corporation's\ncertificate of incorporation as theretofore amended, and there is\nno  discrepancy  between those provisions and the  provisions  of\nthis  Restated  Certificate of Incorporation.  The  text  of  the\ncertificate  of  incorporation as heretofore  amended  is  hereby\nrestated to read in its entirety as follows:\n\n     FIRST:    The   name   of  the  corporation   is   Honeywell\n     International Inc.\n     \n     SECOND:   The  address  of  the  registered  office  of  the\ncorporation  in the State of Delaware is 1209 Orange  Street,  in\nthe  City  of Wilmington, County of New Castle. The name  of  its\nregistered  agent  at  that  address  is  The  Corporation  Trust\nCompany.\n     \n     THIRD:   The purpose of the corporation is to engage in  any\nlawful  act or activity for which a corporation may be  organized\nunder the General Corporation Law of the State of Delaware as set\nforth in Title 8 of the Delaware Code.\n     \n     FOURTH:   The  total  number of shares of  stock  which  the\ncorporation shall have authority to issue is 2,040,000,000 shares\nof  which  2,000,000,000 shares shall be Common Stock, par  value\n$1.00 per share ('Common Shares'), and 40,000,000 shares shall be\nPreferred Stock, without par value ('Preferred Stock').\n     \n     FIFTH:  From time to time the corporation may issue and  may\nsell its authorized shares for such consideration per share (with\nrespect to shares having a par value, not less than the par value\nthereof),  either  in  money  or money's  worth  of  property  or\nservices,  or for such other considerations, whether  greater  or\nless, now or from time to time hereafter permitted by law, as may\nbe  fixed  by  the Board of Directors; and all shares  so  issued\nshall be fully paid and nonassessable.\n\n      No  holder of any shares of any class shall as such  holder\nhave  any preemptive right to subscribe for or purchase any other\nshares  or  securities  of any class, whether  now  or  hereafter\nauthorized, which at any time may be offered for sale or sold  by\nthe corporation.\n\n       Each  holder  of  record  of  the  Common  Shares  of  the\ncorporation shall be entitled to one vote for every Common  Share\nstanding in his name on the books of the corporation.\n\n      The corporation may issue Preferred Stock from time to time\nin  one or more series as the Board of Directors may establish by\nthe  adoption  of  a resolution or resolutions relating  thereto,\neach  series to have such voting powers, full or limited,  or  no\nvoting  powers, and such designations, preferences and  relative,\nparticipating,   optional   or   other   special   rights,    and\nqualifications, limitations or restrictions thereof, as shall  be\nstated  and expressed in the resolution or resolutions  providing\nfor  the  issue of such series adopted by the Board of  Directors\npursuant to authority to do so, which authority is hereby granted\nto the Board of Directors.\n\n     SIXTH:  The duration of the corporation is to be perpetual.\n\n      SEVENTH:   Except  as otherwise provided  pursuant  to  the\nprovisions of this Certificate of Incorporation relating  to  the\nrights  of certain holders of Preferred Stock to elect additional\nDirectors  under specified circumstances, the number of Directors\nof  the corporation shall be determined from time to time in  the\nmanner described in the By-laws.  The Directors, other than those\nwho may be elected by the holders of Preferred Stock pursuant  to\nthis  Certificate  of  Incorporation, shall  be  classified  with\nrespect  to  the time for which they severally hold office,  into\nthree classes, as nearly equal in number as possible, as shall be\nprovided in the manner specified in the By-laws, one class to  be\noriginally  elected for a term expiring at the annual meeting  of\nstockholders  to be held in 1986, another class to be  originally\nelected for a term expiring at the annual meeting of stockholders\nto  be  held in 1987, and another class to be originally  elected\nfor  a term expiring at the annual meeting of stockholders to  be\nheld in 1988, with the members of each class to hold office until\ntheir successors have been elected and qualified.  At each annual\nmeeting of stockholders, the successors of the class of Directors\nwhose  term  expires  at that meeting shall be  elected  to  hold\noffice  for a term expiring at the annual meeting of stockholders\nheld in the third year following the year of their election.   No\nDirector need be a stockholder.\n\n     Except as otherwise provided pursuant to this Certificate of\nIncorporation  relating  to  the rights  of  certain  holders  of\nPreferred Stock to elect Directors under specified circumstances,\nnewly  created directorships resulting from any increase  in  the\nnumber  of  Directors and any vacancies on the Board of Directors\nresulting  from death, resignation, disqualification, removal  or\nother cause shall be filled by the affirmative vote of a majority\nof  the  remaining Directors then in office, even if less than  a\nquorum  of  the  Board  of  Directors, or  by  a  sole  remaining\ndirector.   Any Director elected in accordance with the preceding\nsentence   shall  hold  office  until  the  annual   meeting   of\nstockholders  at which the term of office of the class  to  which\nsuch Director has been elected expires, and until such Director's\nsuccessor shall have been elected and qualified.  No decrease  in\nthe number of Directors constituting the Board of Directors shall\nshorten the term of any incumbent Director.\n\n      Subject to the rights of certain holders of Preferred Stock\nto   elect  Directors  under  circumstances  specified  in   this\nCertificate  of Incorporation, any Director may be  removed  from\noffice  only for cause by the affirmative vote of the holders  of\nat  least 80% of the voting power of the then outstanding  shares\nof capital stock of the corporation entitled to vote generally in\nthe  election of Directors (the 'Voting Stock'), voting  together\nas a single class.\n\n      Notwithstanding anything contained in this  Certificate  of\nIncorporation  to  the  contrary, the  affirmative  vote  of  the\nholders of at least 80% of the Voting Stock, voting together as a\nsingle class, shall be required to amend or repeal, or adopt  any\nprovision inconsistent with, this Article SEVENTH.\n\n      EIGHTH:    The  By-laws  of  the  corporation  may  contain\nprovisions,  not  inconsistent with law or  this  Certificate  of\nIncorporation, relating to the management of the business of  the\ncorporation, the regulation of its affairs, the transfer  of  its\nstock, the qualifications, compensation and powers and duties  of\nits  Directors and the time and place and the manner  of  calling\nthe meetings of its stockholders and Directors.\n\n      The Board of Directors may from time to time fix, determine\nand  vary  the  amount of the working capital of the corporation,\nmay  determine what part, if any, (i) of its surplus or  (ii)  in\ncase  there shall be no such surplus, of its net profits for  the\nfiscal  year  in  which  the  dividend  is  declared  and\/or  the\npreceding fiscal year shall be declared as dividends and paid  to\nthe  stockholders,  may  determine the  time  or  times  for  the\ndeclaration  and  payment of dividends, the  amount  thereof  and\nwhether they are to be in cash, property or shares of the capital\nstock of the corporation and may direct and determine the use and\ndisposition  of  any surplus over and above the  capital  of  the\ncorporation.\n\n      The  Board of Directors may from time to time make,  amend,\nsupplement  or  repeal the By-laws; provided, however,  that  the\nstockholders may change or repeal any By-law adopted by the Board\nof Directors and provided further that no amendment or supplement\nto  the  By-laws adopted by the Board of Directors shall vary  or\nconflict  with  any  amendment  or  supplement  adopted  by   the\nstockholders.    Notwithstanding  the  foregoing   and   anything\ncontained  in this Certificate of Incorporation to the  contrary,\nSection   3  (Special  Meetings)  of  Article  II  (Meetings   of\nShareholders)  of the By-laws, Sections 2 (Number,  Election  and\nTerms) or 10 (Removal of Directors) of Article III (Directors) of\nthe By-laws, or the final sentence of Article XI (Amendments)  of\nthe  By-laws  shall not be amended or repealed, and no  provision\ninconsistent  with  any  thereof shall be  adopted,  without  the\naffirmative  vote of the holders of at least 80%  of  the  Voting\nStock  (as  defined  in Article SEVENTH), voting  together  as  a\nsingle   class.   Notwithstanding  anything  contained  in   this\nCertificate  of  Incorporation to the contrary,  the  affirmative\nvote  of the holders of at least 80% of the Voting Stock,  voting\ntogether as a single class, shall be required to amend or repeal,\nor  adopt any provision inconsistent with, any provision of  this\nparagraph.\n\n      The  Board of Directors shall, except as otherwise provided\nby  law,  this  Certificate  of  Incorporation  or  the  By-laws,\nexercise the powers of the corporation.\n\n      Pursuant to the By-laws, an Executive Committee and\/or  one\nor  more  other  committees  may  be  appointed  from  among  the\nDirectors or otherwise, to which may be delegated any of  or  all\nthe  powers  and duties of the Board of Directors,  to  the  full\nextent permitted by law.\n\n      Except  as  otherwise required by law and  subject  to  the\nrights  of  the  holders  of  Preferred  Stock  pursuant  to  the\nprovisions of this Certificate of Incorporation, special meetings\nof stockholders may be called only by the Chief Executive Officer\nor by the Board of Directors pursuant to a resolution approved by\na  majority  of  the then authorized number of Directors  of  the\ncorporation  (as  determined  in accordance  with  the  By-laws).\nNotwithstanding  anything  contained  in  this   Certificate   of\nIncorporation  to  the  contrary, the  affirmative  vote  of  the\nholders of at least 80% of the Voting Stock, voting together as a\nsingle class, shall be required to amend or repeal, or adopt  any\nprovision inconsistent with, any provision of this paragraph.\n\n     No contract or other transaction of the corporation shall be\nvoid, voidable, fraudulent or otherwise invalidated, impaired  or\naffected, in any respect, by reason of the fact that any  one  or\nmore   of  the  officers,  Directors  or  stockholders   of   the\ncorporation  shall  individually be party or parties  thereto  or\notherwise interested therein, or shall be officers, directors  or\nstockholders of any other corporation or corporations which shall\nbe  party  or  parties  thereto or otherwise interested  therein;\nprovided  that  such  contract  or  other  transactions  be  duly\nauthorized  or  ratified by the Board of Directors  or  Executive\nCommittee,  with  the  assenting  vote  of  a  majority  of   the\ndisinterested  Directors or Executive Committeemen then  present,\nor, if only one such is present, with his assenting vote.\n\n      NINTH:   No  stockholder action may be taken except  at  an\nannual or special meeting of stockholders of the corporation  and\nstockholders may not take any action by written consent  in  lieu\nof a meeting.\n\n      Notwithstanding anything contained in this  Certificate  of\nIncorporation  to  the  contrary, the  affirmative  vote  of  the\nholders  of  at  least  80% of the Voting Stock  (as  defined  in\nArticle  SEVENTH), voting together as a single  class,  shall  be\nrequired  to amend or repeal, or adopt any provision inconsistent\nwith, this Article NINTH.\n\n      TENTH:  Unless required by law or demanded by a stockholder\nof  the corporation entitled to vote at a meeting of stockholders\nor  determined  by the chairman of such meeting to be  advisable,\nthe  vote  on any question need not be by ballot.  On a  vote  by\nballot, each ballot shall be signed by the stockholder voting, or\nhis  proxy if there be such proxy, and shall state the number  of\nshares voted by such stockholder or proxy.\n\n       ELEVENTH:    (1)  Elimination  of  Certain  Liability   of\nDirectors.  A Director of the corporation shall not be personally\nliable  to  the  corporation  or its  stockholders  for  monetary\ndamages  for breach of fiduciary duty as a Director,  except  for\nliability (i) for any breach of the Director's duty of loyalty to\nthe  corporation or its stockholders, (ii) for acts or  omissions\nnot  in good faith or which involve intentional misconduct  or  a\nknowing violation of law, (iii) under Section 174 of the Delaware\nGeneral  Corporation Law, or (iv) for any transaction from  which\nthe  Director  derived  an  improper personal  benefit.   If  the\nDelaware General Corporation Law is amended after approval by the\nstockholders  of  this  Article ELEVENTH to  authorize  corporate\naction further eliminating or limiting the personal liability  of\ndirectors,  then  the liability of a Director of the  corporation\nshall be eliminated or limited to the fullest extent permitted by\nthe  Delaware General Corporation Law, as so amended.  Any repeal\nor  modification  of  this  Section by the  stockholders  of  the\ncorporation shall not adversely affect any right or protection of\na Director of the corporation existing at the time of such repeal\nor modification.\n\n     (2)  Indemnification and Insurance.\n\n      (A)   Right to Indemnification.  Each person who was or  is\nmade  a  party  or  is threatened to be made a  party  to  or  is\notherwise  involved  in any action, suit or  proceeding,  whether\ncivil,  criminal, administrative or investigative (hereinafter  a\n'proceeding'), by reason of the fact that he or she, or a  person\nof  whom  he  or she is the legal representative,  is  or  was  a\nDirector,  officer or employee of the corporation or  is  or  was\nserving at the request of the corporation as a director, officer,\nemployee  or  agent of another corporation or of  a  partnership,\njoint venture, trust or other enterprise, including service  with\nrespect to employee benefit plans (hereinafter, an 'indemnitee'),\nwhether  the  basis of such proceeding is alleged  action  in  an\nofficial capacity as a Director, officer, employee or agent or in\nany other capacity while serving as a Director, officer, employee\nor   agent,  shall  be  indemnified  and  held  harmless  by  the\ncorporation  to  the fullest extent authorized  by  the  Delaware\nGeneral  Corporation Law, as the same exists or may hereafter  be\namended  (but,  in the case of any such amendment,  only  to  the\nextent  that  such amendment permits the corporation  to  provide\nbroader  indemnification  rights  than  said  Law  permitted  the\ncorporation  to  provide  prior to such amendment),  against  all\nexpense,   liability   and  loss  (including   attorneys'   fees,\njudgments,  fines,  ERISA excise taxes or penalties  and  amounts\npaid or to be paid in settlement) reasonably incurred or suffered\nby   such   indemnitee   in   connection   therewith   and   such\nindemnification shall continue as to an indemnitee who has ceased\nto  be a Director, officer, employee or agent and shall inure  to\nthe   benefit   of   the   indemnitee's  heirs,   executors   and\nadministrators; provided, however, that, except  as  provided  in\nparagraph  (B)  hereof  with respect to  proceedings  to  enforce\nrights  to  indemnification, the corporation shall indemnify  any\nsuch indemnitee in connection with a proceeding (or part thereof)\ninitiated  by  such indemnitee only if such proceeding  (or  part\nthereof)  was  authorized  by  the  Board  of  Directors  of  the\ncorporation.   The  right to indemnification  conferred  in  this\nSection shall be a contract right and shall include the right  to\nbe paid by the corporation the expenses incurred in defending any\nsuch proceeding in advance of its final disposition (hereinafter,\nan  'advancement of expenses'); provided, however, that,  if  the\nDelaware  General  Corporation Law requires,  an  advancement  of\nexpenses  incurred by an indemnitee in his or her capacity  as  a\nDirector  or  officer  (and not in any other  capacity  in  which\nservice was or is rendered by such indemnitee, including, without\nlimitation,  service to an employee benefit plan) in  advance  of\nthe  final  disposition of a proceeding, shall be made only  upon\ndelivery  to  the corporation of an undertaking (hereinafter,  an\n'undertaking'), by or on behalf of such indemnitee, to repay  all\namounts so advanced if it shall ultimately be determined by final\njudicial decision from which there is no further right to  appeal\n(hereinafter, a 'final adjudication') that such indemnitee is not\nentitled  to be indemnified for such expenses under this  Section\nor  otherwise,  and,  provided further, that  an  advancement  of\nexpenses incurred by an employee other than a Director or officer\nin  advance  of  the final disposition of a proceeding  shall  be\nmade, unless otherwise determined by the Board of Directors, only\nupon  delivery  to  the corporation of an undertaking  by  or  on\nbehalf  of  such  employee to the same effect as any  undertaking\nrequired to be delivered by a Director or officer.\n\n      (B)   Right of Indemnitee to Bring Suit.  If a claim  under\nparagraph  (A)  of  this  Section is not  paid  in  full  by  the\ncorporation  within  sixty days after a written  claim  has  been\nreceived by the corporation, except in the case of a claim for an\nadvancement  of  expenses, in which case  the  applicable  period\nshall  be  twenty days, the indemnitee may at any time thereafter\nbring  suit against the corporation to recover the unpaid  amount\nof  the  claim.  If successful in whole or in part  in  any  such\nsuit,  or  in  a  suit brought by the corporation to  recover  an\nadvancement  of expenses pursuant to the terms of an undertaking,\nthe  indemnitee shall be entitled to be paid also the expense  of\nprosecuting or defending such suit.  In (i) any suit  brought  by\nthe  indemnitee  to enforce a right to indemnification  hereunder\n(but  not in a suit brought by the indemnitee to enforce a  right\nto  an  advancement of expenses) it shall be a defense that,  and\n(ii)  any  suit  by the corporation to recover an advancement  of\nexpenses pursuant to the terms of an undertaking, the corporation\nshall   be  entitled  to  recover  such  expenses  upon  a  final\nadjudication  that,  the indemnitee has not  met  the  applicable\nstandard of conduct set forth in the Delaware General Corporation\nLaw.  Neither the failure of the corporation (including its Board\nof Directors, independent  legal counsel, or its stockholders) to\nhave  made a determination prior to the commencement of such suit\nthat   indemnification  of  the  indemnitee  is  proper  in   the\ncircumstances  because  the indemnitee  has  met  the  applicable\nstandard of conduct set forth in the Delaware General Corporation\nLaw,  nor  an actual determination by the corporation  (including\nits  Board  of  Directors,  independent  legal  counsel,  or  its\nstockholders)  that  the indemnitee has not met  such  applicable\nstandard  of  conduct,  shall  create  a  presumption  that   the\nindemnitee has not met the applicable standard of conduct or,  in\nthe  case of such a suit brought by the indemnitee, be a  defense\nto such suit.  In any suit brought by the indemnitee to enforce a\nright  to  indemnification  or  to  an  advancement  of  expenses\nhereunder,  or  by the corporation to recover an  advancement  of\nexpenses  pursuant to the terms of an undertaking, the burden  of\nproving that the indemnitee is not entitled to be indemnified, or\nto  such advancement of expenses, under this Section or otherwise\nshall be on the corporation.\n\n       (C)    Non-Exclusivity   of   Rights.    The   rights   to\nindemnification and to the advancement of expenses  conferred  in\nthis Section shall not be exclusive of any other right which  any\nperson may have or hereafter acquire under any statute, provision\nof  this Certificate of Incorporation, By-law, agreement, vote of\nstockholders or disinterested Directors or otherwise.\n\n      (D)  Insurance.  The corporation may maintain insurance, at\nits  expense,  to  protect  itself  and  any  Director,  officer,\nemployee  or  agent  of  the corporation or another  corporation,\npartnership, joint venture, trust or other enterprise against any\nsuch  expense, liability or loss, whether or not the  corporation\nwould  have  the  power  to indemnify such  person  against  such\nexpense, liability or loss under the Delaware General Corporation\nLaw.\n\n      (E)   Indemnification  of Agents of the  Corporation.   The\ncorporation may, to the extent authorized from time  to  time  by\nthe  Board of Directors, grant rights to indemnification  and  to\nthe  advancement of expenses to any agent of the  corporation  to\nthe fullest extent of the provisions of this Section with respect\nto  the indemnification and advancement of expenses of Directors,\nofficers and employees of the corporation.\n\n      TWELFTH:    The  corporation reserves the right  to  amend,\nalter,   change  or  repeal  any  provision  contained  in   this\nCertificate  of  Incorporation, in the manner  now  or  hereafter\nprescribed by statute, and all rights conferred upon stockholders\nherein are granted subject to this reservation.\n\n      IN WITNESS WHEREOF, Honeywell International Inc. has caused\nthis Restated Certificate of Incorporation to be executed in its\ncorporate name on this 1st day of December, 1999.\n\n                            Honeywell International Inc.\n                                \n                                \n                                \n                                 By: \/s\/ Peter M. Kreindler\n                                 \n                                 _________________________\n                                 Peter M. Kreindler\n                                 Senior Vice President\n                                 and General Counsel\n                                \n[Corporate Seal]\n\nATTEST:\n\n\n\n\/s\/ J. Edward Smith\n______________________\n J. Edward Smith\n Assistant General Counsel\n and Assistant Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7791],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9573,9575],"class_list":["post-41605","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41605","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41605"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41605"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41605"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41605"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}