{"id":41610,"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-jetblue-airways-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-jetblue-airways-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-jetblue-airways-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; JetBlue Airways Corp."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                           JETBLUE AIRWAYS CORPORATION\n\n          The undersigned, David Neeleman and Thomas Kelly, hereby certify that:\n\n          ONE:   They are the duly elected, qualified and acting Chief Executive\nOfficer and Secretary, respectively, of JetBlue Airways Corporation, a\nDelaware corporation.\n\n          TWO:   The Certificate of Incorporation of said corporation was\noriginally filed in the Office of the Secretary of State of the State of\nDelaware on August 24, 1998 under the name New Air Corporation.\n\n          THREE: The Amended and Restated Certificate of Incorporation of said\ncorporation is amended and restated to read in its entirety as follows:\n\n                                   ARTICLE I\n\n          The name of this corporation is JetBlue Airways Corporation (the\n\"Corporation\").\n\n                                   ARTICLE II\n\n          The address of the Corporation's registered office in the State of\nDelaware is 9 East Loockerman Street, City of Dover, County of Kent, Delaware.\nThe name of the Corporation's registered agent at such address is National\nRegistered Agents, Inc.\n\n                                  ARTICLE III\n\n          The nature of the business or purposes to be conducted or promoted is\nto engage in any lawful act or activity for which corporations may be organized\nunder the General Corporation Law of the State of Delaware (the \"GCL\").\n\n                                   ARTICLE IV\n\n          The Corporation is authorized to issue two classes of stock to be\ndesignated, respectively, \"Common Stock\" and \"Preferred Stock.\" The total number\nof shares that the Corporation is authorized to issue is Five Hundred Twenty\nFive Million (525,000,000). Five Hundred Million (500,000,000) shares shall be\nCommon Stock, par value $0.01 per share, and Twenty Five Million (25,000,000)\nshares shall be Preferred Stock, par value $0.01 per share. Immediately upon the\nfiling of this Amended and Restated Certificate of Incorporation with the Office\nof the Secretary of State of the State of Delaware, each one (1) share of the\nCorporation's Class A-1 Common Stock, Class A-2 Common Stock, Series A-1\nPreferred, Series A-2\n\n\n\nPreferred, Series B-1 Preferred and Series B-2 Preferred shall be converted into\none (1) share of Common Stock.\n\n          The Preferred Stock may be issued from time to time in one or more\nseries, without further stockholder approval. The Board of Directors of the\nCorporation is hereby authorized to fix or alter the rights, preferences,\nprivileges and restrictions granted to or imposed upon each series of Preferred\nStock, and the number of shares constituting any such series and the designation\nthereof, or of any of them. The rights, privileges, preferences and restrictions\nof any such additional series may be subordinated to, PARI PASSU with\n(including, without limitation, inclusion in provisions with respect to\nliquidation and acquisition preferences, redemption and\/or approval of matters\nby vote), or senior to any of those of any present or future class or series of\nPreferred Stock or Common Stock. The Board of Directors is also authorized to\nincrease or decrease the number of shares of any series prior or subsequent to\nthe issue of that series, but not below the number of shares of such series then\noutstanding. In case the number of shares of any series shall be so decreased,\nthe shares constituting such decrease shall resume the status which they had\nprior to the adoption of the resolution originally fixing the number of shares\nof such series.\n\n                                    ARTICLE V\n\n          In furtherance and not in limitation of the powers conferred by\nstatute, the Board of Directors is expressly authorized to make, repeal, alter,\namend and rescind any or all of the Bylaws of the Corporation. In addition, the\nBylaws may be amended by the affirmative vote of holders of at least sixty-six\nand two-thirds percent (66 2\/3%) of the outstanding shares of voting stock of\nthe Corporation entitled to vote at an election of directors.\n\n                                   ARTICLE VI\n\n          The number of directors of the Corporation shall be determined by\nresolution of the Board of Directors.\n\n          Elections of directors need not be by written ballot unless the Bylaws\nof the Corporation shall so provide. Advance notice of stockholder nominations\nfor the election of directors and of any other business to be brought before any\nmeeting of the stockholders shall be given in the manner provided in the Bylaws\nof this Corporation.\n\n          At each annual meeting of stockholders, directors of the Corporation\nshall be elected to hold office until the expiration of the term for which they\nare elected, or until their successors have been duly elected and qualified;\nexcept that if any such election shall not be so held, such election shall take\nplace at a stockholders' meeting called and held in accordance with the GCL.\n\n          The directors of the Corporation shall be divided into three (3)\nclasses as nearly equal in size as is practicable, hereby designated Class I,\nClass II and Class III. For the purposes hereof, the initial Class I, Class II\nand Class III directors shall be those directors so designated by a resolution\nof the Board of Directors. At the first annual meeting of stockholders following\nthe closing of the initial public offering of the Corporation's Common Stock,\nthe term of office of the Class I directors shall expire and Class I directors\nshall be elected for a full term of three (3)\n\n                                        2\n\n\nyears. At the second annual meeting of stockholders following the closing of the\ninitial public offering of the Corporation's Common Stock, the term of office of\nthe Class II directors shall expire and Class II directors shall be elected for\na full term of three (3) years. At the third annual meeting of stockholders\nfollowing the initial public offering of the Corporation's Common Stock, the\nterm of office of the Class III directors shall expire and Class III directors\nshall be elected for a full term of three (3) years. At each succeeding annual\nmeeting of stockholders, directors shall be elected for a full term of three (3)\nyears to succeed the directors of the class whose terms expire at such annual\nmeeting. If the number of directors is hereafter changed, each director then\nserving as such shall nevertheless continue as a director of the Class of which\nsuch director is a member until the expiration of such director's current term\nand any newly created directorships or decrease in directorships shall be so\napportioned among the classes as to make all classes as nearly equal in number\nas is practicable.\n\n          Vacancies occurring on the Board of Directors for any reason may be\nfilled only by vote of a majority of the remaining members of the Board of\nDirectors, even if less than a quorum, at any meeting of the Board of Directors,\nor by a sole remaining director. A person so elected by the Board of Directors\nto fill a vacancy shall hold office for the remainder of the full term of the\ndirector for which the vacancy was created or occurred and until such director's\nsuccessor shall have been duly elected and qualified. A director may be removed\nfrom office only if such removal is (i) for cause and (ii) by the affirmative\nvote of the holders of at least 66 2\/3% of the outstanding shares of voting\nstock of the Corporation entitled to vote at an election of directors. Directors\nmay not be removed without cause.\n\n                                  ARTICLE VII\n\n          Stockholders of the Corporation shall take action by meetings held\npursuant to this Amended and Restated Certificate of Incorporation and the\nBylaws and shall have no right to take any action by written consent without a\nmeeting. Meetings of stockholders may be held within or without the State of\nDelaware, as the Bylaws may provide. Special meetings of the stockholders, for\nany purpose or purposes, may only be called by the Board of Directors of the\nCorporation and the Chief Executive Officer of the Corporation. The books of the\nCorporation may be kept (subject to any provision contained in the statutes)\noutside the State of Delaware at such place or places as may be designated from\ntime to time by the Board of Directors or in the Bylaws of the Corporation.\n\n                                  ARTICLE VIII\n\n          To the fullest extent permitted by applicable law, this Corporation is\nauthorized to provide indemnification of (and advancement of expenses to)\ndirectors, officers, employees and agents (and any other persons to which\nDelaware law permits this Corporation to provide indemnification) through Bylaw\nprovisions, agreements with such agents or other persons, vote of stockholders\nor disinterested directors or otherwise, in excess of the indemnification and\nadvancement otherwise permitted by Section 145 of the GCL, subject only to\nlimits created by applicable Delaware law (statutory or non-statutory), with\nrespect to action for breach of duty to the Corporation, its stockholders, and\nothers.\n\n                                        3\n\n\n          No director of the Corporation shall be personally liable to the\nCorporation or any stockholder for monetary damages for breach of fiduciary duty\nas a director, except for any matter in respect of which such director shall be\nliable under Section 174 of the GCL or any amendment thereto or shall be liable\nby reason that, in addition to any and all other requirements for such\nliability, such director (1) shall have breached the director's duty of loyalty\nto the Corporation or its stockholders, (2) shall have acted in manner involving\nintentional misconduct or a knowing violation of law or, in failing to act,\nshall have acted in a manner involving intentional misconduct or a knowing\nviolation of law, or (3) shall have derived an improper personal benefit. If the\nGCL is hereafter amended to authorize the further elimination or limitation of\nthe liability of a director, the liability of a director of the Corporation\nshall be eliminated or limited to the fullest extent permitted by the GCL, as so\namended.\n\n          Each person who was or is made a party or is threatened to be made a\nparty to or is in any way involved in any threatened, pending or completed\naction, suit or proceeding, whether civil, criminal, administrative or\ninvestigative (hereinafter a \"proceeding\"), including any appeal therefrom, by\nreason of the fact that he or she, or a person of whom he or she is the legal\nrepresentative, is or was a director or officer of the Corporation or a direct\nor indirect subsidiary of the Corporation, or is or was serving at the request\nof the Corporation as a director or officer of another entity or enterprise, or\nwas a director or officer of a foreign or domestic corporation which was a\npredecessor corporation of the Corporation or of another entity or enterprise at\nthe request of such predecessor corporation, shall be indemnified and held\nharmless by the Corporation, and the Corporation shall advance all expenses\nincurred by any such person in defense of any such proceeding prior to its final\ndetermination, to the fullest extent authorized by the GCL. In any proceeding\nagainst the Corporation to enforce these rights, such person shall be presumed\nto be entitled to indemnification and the Corporation shall have the burden of\nproving that such person has not met the standards of conduct for permissible\nindemnification set forth in the GCL. The rights to indemnification and\nadvancement of expenses conferred by this Article VIII shall be presumed to have\nbeen relied upon by the directors and officers of the Corporation in serving or\ncontinuing to serve the Corporation and shall be enforceable as contract rights.\nSaid rights shall not be exclusive of any other rights to which those seeking\nindemnification may otherwise be entitled. The Corporation may, upon written\ndemand presented by a director or officer of the Corporation or of a direct or\nindirect subsidiary of the Corporation, or by a person serving at the request of\nthe Corporation as a director or officer of another entity or enterprise, enter\ninto contracts to provide such persons with specified rights to indemnification,\nwhich contracts may confer rights and protections to the maximum extent\npermitted by the GCL, as amended and in effect from time to time.\n\n          If a claim under this Article VIII is not paid in full by the\nCorporation within sixty (60) days after a written claim has been received by\nthe Corporation, the claimant may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled to be paid also the expenses of\nprosecuting such claim. It shall be a defense to any such action (other than an\naction brought to enforce the right to be advanced expenses incurred in\ndefending any proceeding prior to its final disposition where the required\nundertaking, if any, has been tendered to the Corporation) that the claimant\nhas not met the standards of conduct which make it permissible under the GCL for\nthe Corporation to indemnify the claimant for the amount claimed, but the\nclaimant shall be presumed to be entitled to indemnification and the Corporation\nshall have the burden of proving\n\n                                        4\n\n\nthat the claimant has not met the standards of conduct for permissible\nindemnification set forth in the GCL.\n\n          If the GCL is hereafter amended to permit the Corporation to provide\nbroader indemnification rights than said law permitted the Corporation to\nprovide prior to such amendment, the indemnification rights conferred by this\nArticle VIII shall be broadened to the fullest extent permitted by the GCL, as\nso amended.\n\n                                   ARTICLE IX\n\n          At no time shall more than 25% of the voting interest of the\nCorporation be owned or controlled by persons who are not \"citizens of the\nUnited States\" (as such term is defined in Title 49, United States Code, Section\n40102 and administrative interpretations thereof issued by the Department of\nTransportation or its successor, or as the same may be from time to time\namended) (\"Non-Citizens\"). In the event that Non-Citizens shall own\n(beneficially or of record) or have voting control over any shares of capital\nstock of the Corporation, the voting rights of such persons shall be subject to\nautomatic suspension to the extent required to ensure that the Corporation is in\ncompliance with applicable provisions of law and regulations relating to\nownership or control of a U.S. air carrier. The Bylaws shall contain provisions\nto implement this Article IX, including, without limitation, provisions\nrestricting or prohibiting transfer of shares of voting stock to Non-Citizens\nand provisions restricting or removing voting rights as to shares of voting\nstock owned or controlled by Non-Citizens. Any determination as to ownership,\ncontrol or citizenship made by the Board of Directors shall be conclusive and\nbinding as between the Corporation and any stockholder for purposes of this\nArticle IX.\n\n                                    ARTICLE X\n\n          The Corporation reserves the right to amend, alter, change or repeal\nany provision contained in this Amended and Restated Certificate of\nIncorporation, in the manner now or hereafter prescribed by statute, and all\nrights conferred upon stockholders herein are granted subject to this\nreservation. Notwithstanding the foregoing, the provisions set forth in Articles\nV, VI, VII, VIII and X of this Amended and Restated Certificate of Incorporation\nmay not be repealed or amended in any respect without the affirmative vote of\nholders at least 66-2\/3% of the outstanding voting stock of the Corporation\nentitled to vote at election of directors.\n\n          FOUR:  The foregoing amendment and restatement has been duly adopted\nby the Corporation's Board of Directors in accordance with the applicable\nprovisions of Sections 242 and 245 of the General Corporation Law of the State\nof Delaware.\n\n          FIFTH: The foregoing amendment and restatement was approved by the\nholders of the requisite number of shares of the Corporation in accordance with\nSection 228 of the General Corporation Law of the State of Delaware.\n\n                                        5\n\n\n          IN WITNESS WHEREOF, the undersigned have executed this certificate on\n_______________, 2002.\n\n                                           -------------------------------------\n                                           David Neeleman\n                                           CHIEF EXECUTIVE OFFICER\n\n                                           -------------------------------------\n                                           Thomas Kelly\n                                           SECRETARY\n\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7939],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9573,9575],"class_list":["post-41610","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetblue-airways-corp","corporate_contracts_industries-transportation__air","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\/41610","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=41610"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41610"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41610"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41610"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}