CERTIFICATE OF INCORPORATION

 

                             SYNAPTICS INCORPORATED

 

 

                  FIRST:  The name of the Corporation is Synaptics Incorporated.

 

                  SECOND: The registered office of the Corporation in the State

of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,

Delaware 19801. The name of the Corporation's registered agent is The

Corporation Trust Company.

 

                  THIRD: 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, as the same exists or may hereafter be

amended (the "GCL").

 

                  FOURTH: The Corporation shall be authorized to issue two

classes of shares of capital stock, to be designated, respectively, "Common

Stock" and "Preferred Stock." The total number of shares of Common Stock and

Preferred Stock that the Corporation shall have authority to issue is seventy

million (70,000,000) of which sixty million (60,000,000) shares shall be Common

Stock and ten million (10,000,000) shall be Preferred Stock. The par value of

the shares of Common Stock is one-tenth of one cent ($.001) per share. The par

value of the shares of Preferred Stock is one-tenth of one cent ($.001) per

share.

 

                  The shares of Preferred Stock may be issued from time to time

in one or more series. The Board of Directors is hereby authorized, by filing a

certificate pursuant to the applicable law of the State of Delaware, to

establish from time to time the number of shares to be included in each series,

and to fix the designation, powers, preferences and rights of the shares of each

such series and the qualifications, limitations, or restrictions thereof,

including, but not limited to, the fixing or alteration of the dividend rights,

dividend rate, conversion rights, voting rights, rights and terms of redemption

(including sinking fund provisions), the redemption price or prices, and the

liquidation preferences of any wholly unissued series of shares of Preferred

Stock, or any of them; and to increase or decrease the number of shares of any

series subsequent to the issue of the shares of that series, but not below the

number of shares of that series then outstanding. In case the number of shares

of any series shall be so decreased, the shares constituting such decrease shall

resume the status they had prior to the adoption of the resolution originally

fixing the number of shares of that series.

 

                  FIFTH: The name and mailing address of the incorporator is B.

P. Margherita, 1209 Orange Street, Wilmington, DE 19801.

 

                  SIXTH: The number of directors which shall comprise the

initial Board of Directors of the Corporation shall be one (1). The size of the

Board of Directors may be increased or decreased in the manner provided in the

Bylaws of the Corporation.

 

                  All corporate powers of the Corporation shall be exercised by

or under the direction of the Board of Directors except as otherwise provided

herein or by law.

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                  Any director may be removed from office with or without cause

only by: (1) the affirmative vote of not less than sixty-six and two-thirds

percent (66-2/3%) of the combined voting power of the then outstanding shares of

all classes and series of stock of the Corporation entitled to vote generally in

the election of directors (the "Voting Stock"), voting together as a single

class (it being understood that for the purposes of this Article SIXTH, each

share of Voting Stock shall have the number of votes granted to it in accordance

with Article FOURTH of this Certificate of Incorporation) or (2) the affirmative

vote of not less than sixty-six and two-thirds percent (66-2/3%) of the then

serving directors of the Corporation.

 

                  Notwithstanding anything contained in this Certificate of

Incorporation to the contrary, and in addition to any other vote required by

law, the affirmative vote of not less than sixty-six and two-thirds percent

(66-2/3%) of the combined voting power of the Voting Stock, voting together as a

single class, shall be required to alter, amend, repeal, or adopt any provision

inconsistent with this Article SIXTH.

 

                  SEVENTH: Unless and except to the extent that the Bylaws of

the Corporation shall so require, the election of directors of the Corporation

need not be by written ballot.

 

                  EIGHTH: A director of the Corporation shall not be liable to

the Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except to the extent such exemption from liability or

limitation thereof is not permitted under the GCL. Any repeal or modification of

this Article shall not adversely affect any right or protection of a director of

the Corporation existing hereunder with respect to any act or omission occurring

prior to such repeal or modification.

 

                  NINTH: Subject to the power of the stockholders of the

Corporation to adopt, amend, or repeal any Bylaw made by the Board of Directors,

the Board of Directors is expressly authorized and empowered to adopt, amend or

repeal the Bylaws of the Corporation. The Bylaws of the Corporation shall not be

made, repealed, altered, amended, or rescinded by the stockholders of the

Corporation except at an annual or special meeting of stockholders by the vote,

in addition to any other vote required by law, of the holders of record of not

less than sixty-six and two-thirds percent (66-2/3%) of the Voting Stock,

considered for purposes of this Article NINTH as one class.

 

                  TENTH: Special meetings of the stockholders of the Corporation

for any purpose or purposes may be called at any time by the Board of Directors

or by a committee of the Board of Directors that has been duly designated by the

Board of Directors and whose powers and authority, as provided in a resolution

of the Board of Directors or in the bylaws of the Corporation, include the power

to call such meetings. Special meetings of the stockholders of the Corporation

may not be called by any other person or persons.

 

                  ELEVENTH: No action that is required or permitted to be taken

by the stockholders of the Corporation at any annual or special meeting of

stockholders may be effected by written consent of stockholders in lieu of a

meeting of stockholders.

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                  TWELFTH: The Board of Directors, when evaluating any (a)

tender offer or invitation for tenders, or proposal to make a tender offer or

request or invitation for tenders, by another party, for any equity security of

the Corporation or (b) proposal or offer by another party to (i) merge or

consolidate the Corporation or any subsidiary of the Corporation with another

corporation, (ii) purchase or otherwise acquire all or a substantial portion of

the properties or assets of the Corporation or any subsidiary thereof, or sell

or otherwise dispose of to the Corporation or any subsidiary thereof all or a

substantial portion of the properties or assets of such other party or (iii)

liquidate, dissolve, reclassify the securities of, declare an extraordinary

dividend of, recapitalize or reorganize the Corporation, shall take into account

all factors that the Board of Directors deems relevant, including, without

limitation, to the extent so deemed relevant, the potential impact on employees,

customers, suppliers, partners, joint venturers and other constituents of the

Corporation and the communities in which the Corporation operates.

 

                  THIRTEENTH: The provisions set forth in this Article

THIRTEENTH and in Article SIXTH (dealing with removal of directors), NINTH

(dealing with the alteration of Bylaws by the stockholders), TENTH (dealing with

special meetings of the stockholders), and ELEVENTH (dealing with written

consent of stockholders) herein may not be repealed or amended in any respect,

and no article imposing cumulative voting in the election of directors may be

added, unless such action is approved by the affirmative vote of not less than

sixty-six and two-thirds percent (66-2/3%) of the Voting Stock, considered for

purposes of this Article THIRTEENTH as one class. The voting requirements

contained in Article SIXTH, Article NINTH and this Article THIRTEENTH shall be

in addition to the voting requirements imposed by law, other provisions of this

Certificate of Incorporation, or any certificate of designation providing for

the creation and issuance of Preferred Stock preferences in favor of certain

classes or series of classes of shares of the Corporation.

 

                  FOURTEENTH: The Corporation reserves the right at any time,

and from time to time, to amend, alter, change or repeal any provision contained

in this Certificate of Incorporation, and other provisions authorized by the

laws of the State of Delaware at the time in force may be added or inserted, in

the manner now or hereafter prescribed by law; and all rights, preferences and

privileges of whatsoever nature conferred upon stockholders, directors or any

other persons whomsoever by and pursuant to this Certificate of Incorporation in

its present form or as hereafter amended are granted subject to the rights

reserved in this Article.

 

                  IN WITNESS WHEREOF, I, the undersigned, being the Incorporator

hereinabove stated, set my hand this 7th day of January, 2002.

 

 

                                       /s/ B. P. Margherita

                                       ------------------------------

                                       B. P. Margherita, Incorporator

 

 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SYNAPTICS INCORPORATED

Synaptics Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware (the “Corporation”), does hereby certify:

FIRST: That the Board of Directors of the Corporation adopted a resolution proposing and declaring advisable a proposed amendment to the Certificate of Incorporation of the Corporation, amending the first paragraph of Article FOURTH to read in its entirety as set forth on Exhibit A hereto.

SECOND: That the aforesaid amendment was approved by the stockholders of the Corporation at a meeting held on October 19, 2010.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation law of the state of Delaware.

IN WITNESS WHEREOF, Synaptics Incorporated has caused this Certificate of Amendment to be signed by Russell J. Knittel, its Interim President and Chief Executive Officer, as of the 19th day of October, 2010.

 

 

 

 

 

 

SYNAPTICS INCORPORATED
 

 

 

By:  

/s/ Russell J. Knittel  

 

 

Name:  

Russell J. Knittel 

 

 

Its:  

Interim President and
Chief Executive Officer 

 

 

 

 

 


 

EXHIBIT A

FOURTH: The Corporation shall be authorized to issue two classes of shares of capital stock, to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock and Preferred Stock that the Corporation shall have authority to issue is one hundred thirty million (130,000,000) of which one hundred twenty million (120,000,000) shares shall be Common Stock and ten million (10,000,000) shall be Preferred Stock. The par value of the shares of Common Stock is one-tenth of one cent ($.001) per share. The par value of the shares of Preferred Stock is one-tenth of one cent ($.001) per share.

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