CERTIFICATE OF INCORPORATION

 

                                       OF

 

                               GRAHAM CORPORATION

 

                                   * * * * * *

 

     FIRST: The name of the Corporation is GRAHAM CORPORATION.

 

     SECOND: The address of its registered office in the State of Delaware is

No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The

name of its registered agent at such address is The Corporation Trust Company.

 

     THIRD: The nature of the business or purposes to be conducted or promoted

is:

 

          To engage in any lawful act or activity for which corporations may be

     organized under the General Corporation Law of Delaware.

 

     FOURTH: The total number of shares of all classes of stock which the

Corporation shall have authority to issue is 2,500,000 shares, of which 500,000

shares shall be shares of Preferred Stock having a par value of $1.00 each

(hereinafter called Preferred stock) and 2,000,000 shares shall be shares of

Common Stock having a par value of $0.10 each (hereinafter called Common Stock).

 

     Authority is hereby expressly granted to the Board of Directors from time

to time to issue the Preferred Stock as

Preferred Stock of one or more series and in connection with the creation of any

such series to fix by the resolution or resolutions providing for the issue of

shares thereof the designation, powers, preferences, and relative,

participating, optional, or other special rights of such series, and the

qualifications, limitations, or restrictions thereof. Such authority of the

Board of Directors with respect to each such series shall include, but not be

limited to, the determination of the following:

 

          (a) the distinctive designation of, and the number of shares

     comprising, such series, which number may be increased (except where

     otherwise provided by the Board of Directors in creating such series) or

     deceased (but not below the number of shares thereof then outstanding) from

     time to time by like action of the Board of Directors;

 

          (b) the dividend rate or amount of such series, the conditions and

     dates upon which such dividends shall be payable, the relation which such

     dividends shall bear to the dividends payable on any other class or classes

     or any other series of any class or classes of stock, and whether such

     dividends shall be cumulative, and if so, from which date or dates for such

     series;

 

          (c) whether or not the shares of such series shall be subject to

     redemption by the Corporation and the times, prices, and other terms and

     conditions of such redemption;

 

          (d) whether or not the shares of such series shall be subject to the

     operation of a sinking fund or purchase fund to be applied to the purchase

     or redemption of such shares and if such a fund be established, the amount

     thereof and the terms and provisions relative to the application thereof;

 

          (e) whether or not the shares of such series shall be convertible into

     or exchangeable for shares of any other class or classes, or of any other

     series of any class or classes of stock of the Corporation and if provision

     be made for conversion or exchange, the times, prices, rates, adjustments,

     and other terms and conditions of such conversion or exchange;

 

          (f) whether or not the shares of such series shall have voting rights,

     in addition to the voting rights provided by law, and if they are to have

     such additional voting rights, the extent thereof;

 

          (g) the rights of the shares of such series in the event of any

     liquidation, dissolution, or winding up of the Corporation or upon any

     distributions of its assets; and

 

          (h) any other powers, preferences, and relative, participating,

     optional, or other special rights of the shares of such series, and

     qualifications, limitations, or restrictions thereof, to the full extent

     now or hereafter permitted by law and not inconsistent with the provisions hereof.

 

     All shares of any one series of preferred Stock shall be identical in all

respects except as to the dates from which dividends thereon shall be

cumulative. All series of the Preferred Stock shall rank equally and be

identical in all respects except as otherwise provided in the resolution or

resolutions providing for the issue of any series of Preferred Stock.

 

     Whenever dividends upon the Preferred Stock at the time outstanding, to the

extent of the preference to which such stock is entitled, shall have been paid

in full or declared and set apart for payment for all past dividend periods, and

after the provisions for any sinking or purchase fund or funds for any series of

Preferred Stock shall have been complied with, the Board of Directors may

declare and pay dividends on the Common Stock, payable in cash, stock, or

otherwise, and the holders of shares of Preferred Stock shall not be entitled to

share therein, subject to the provisions of the resolution or resolutions

creating any series of Preferred stock.

 

     In the event of any liquidation, dissolution, or winding up of the

Corporation or upon the distribution of the assets of the Corporation, all

assets and funds of the Corporation remaining, after the payment to the holders

of the Preferred Stock of the full preferential amounts to which they shall be

entitled as provided in the resolution or resolutions creating any series

thereof, shall be divided and distributed among the

holders of the Common Stock ratably, except as may otherwise be provided in any

such resolution or resolutions. Neither the merger or consolidation of the

Corporation with another corporation nor the sale or lease of all or

substantially all the assets of the Corporation shall be deemed to be a

liquidation, dissolution, or winding up of the Corporation or a distribution of

its assets.

 

     Except as otherwise required by law or provided by a resolution or

resolutions of the Board of Directors creating any series of Preferred Stock,

the holders of Common Stock shall have the exclusive power to vote and shall

have one vote in respect of each share of such stock held and the holders of

Preferred Stock shall have no voting power whatsoever. Except as otherwise

provided in such a resolution or resolutions, the authorized shares of any class

or classes may be increased or decreased by the affirmative vote of the holders

of a majority of the outstanding shares of stock of the Corporation entitled to

vote.

 

     FIFTH: The name and mailing address of each incorporator is as follows:

 

        NAME                      MAILING ADDRESS

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

<S>                     <C>

Cornelius S. Van Rees   40 Wall Street, New York, NY 10005

 

Edward A. Bacon, Jr.    40 Wall Street, New York, NY 10005

 

     SIXTH: Elections of directors need not be by written ballot unless the

by-laws of the corporation shall so provide.

 

     SEVENTH: The books of the corporations may be kept (subject to any

provision contained in the statutes) outside 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 by-laws of the corporation.

 

     EIGHTH: Any or all of the Directors may be removed at any time, but only

for cause, by the Shareholders at any meeting of Shareholders, called for the

purpose, by the affirmative vote of 75% of the shares of the Corporation

entitled to vote and, if a corporation, person or other entity owns more than

50% of the shares of the Corporation entitled to vote, by the affirmative vote

of the holders of a majority of the shares of the Corporation entitled to vote

and not owned by the majority shareholder.

 

     NINTH: The percentage of the votes cast at any meeting of shareholders that

shall be necessary for the transaction of any business shall be as required by

law and by the following provisions, and any purported shareholder action not in

compliance herewith and any purported transaction not in compliance herewith,

shall be void.

 

          (a) Except as set forth in paragraph (b) of this Article NINTH:

 

          (i)  any merger or consolidation of the Corporation with or into any

               other corporation;

 

          (ii) any sale, lease, exchange or other disposition of all or

               substantially all of the assets of the Corporation to or with any

               other corporation, person or other entity; or

 

          (iii) the issuance or disposition by the Corporation of any of its

               securities to any other corporation, person or other entity in

               exchange for cash, securities or other assets, or a combination

               thereof

 

shall require the affirmative vote of the holders of

 

          (iv) 75% of the shares of the Corporation entitled to vote, and

 

          (v)  a majority of the shares of the Corporation entitled to vote

               which are not owned by such other corporation, person or entity,

 

if, as of the record date for the determination of shareholders entitled to

notice thereof and to vote thereon, such other corporation, person or entity

which is a party to such transaction is the owner of 5% or more of the shares of

the Corporation entitled to vote. Such affirmative vote shall be required

notwithstanding the fact that no vote may be required or that some lesser

percentage may be specified by law or in any agreement with any national

securities exchange.

 

          (b) The provisions of paragraph (a) of this Article NINTH shall not

     apply to any transaction in which the Corporation and one or more

     subsidiaries of the Corporation are the only parties, nor to any other

     transaction described in clauses (i), (ii) or (iii) of paragraph (a) of

     this Article if

 

          (i)  the Board of Directors of the Corporation shall have approved the

               transaction between the Corporation and the other corporation,

               person or entity with whom the transaction is proposed prior to

               the time such other corporation, person or entity shall have

               become the owner of 5% of the shares of the Corporation entitled

               to vote; or

 

          (ii) the transaction is approved prior to its consummation by the

               affirmative vote of two-thirds of the Directors who are not

               involved with or representing the corporation, person or entity

               with whom the transaction is proposed.

 

     TENTH: The By-laws of the Corporation may not be amended except (a) by the

Board of Directors, (b) by the Shareholders voting upon a proposal recommended

by the affirmative vote of 75% of the entire Board of Directors, or (c) by the

affirmative vote of (i) the holders of 75% of the shares of the

Corporation entitled to vote and (ii) if any corporation, person, or other

entity owns more than 50% of the shares of the Corporation entitled to vote, the

holders of a majority of the shares of the Corporation entitled to vote and not

owned by the majority shareholder.

 

     ELEVENTH: Unless recommended to the Shareholders by the affirmative vote of

75% of the entire Board of Directors, the affirmative vote of the holders of 75%

of the shares of the Corporation entitled to vote shall be required for any

amendment of this Certificate of Incorporation by the Shareholders, and, if a

corporation, person or other entity owns more than 50% of the shares of the

Corporation entitled to vote, such amendment shall also require the affirmative

vote of the holders of a majority of the shares of the Corporation entitled to

vote and not owned by the majority shareholder.

 

     TWELFTH:

 

          (a) The Board of Directors of the Corporation shall have the power and

     duty to determine, on the basis of information then known to it, (i)

     whether any corporation, person or other entity owns 5% or more of the

     shares of the Corporation entitled to vote, or is an "affiliate" or an

     "associate" (as defined below) of another, (ii) whether any proposed sale,

     lease, exchange, or other disposition of part of the assets of the

     Corporation involves substantially all of the assets of the Corporation,

     and (iii) whether any approval by Shareholders or Directors of the

     Corporation, purporting to comply with the requirements of

this Certificate of Incorporation, the By-Laws of the Corporation, or applicable

law, is substantially consistent with the transaction to which it relates. Any

such determination by the Board of Directors shall be conclusive and binding for

all purposes of this Certificate of Incorporation.

 

          (b) For purposes of determining ownership of the Corporation's shares

     under Articles EIGHTH through TWELFTH of this Certificate of Incorporation,

 

          (i)  a corporation, person or other entity shall be deemed to be the

               owner of any shares of the Corporation registered in its name on

               the books of the Corporation and of any shares of the Corporation

               (1) which it has the right to acquire pursuant to any agreements,

               or upon exercise of conversion rights, warrants or options or

               otherwise, or (2) which are beneficially owned, directly, or

               indirectly (including shares deemed owned through application of

               clause (1) above), by any other corporation, person or other

               entity (x) with which it or its "affiliate" or "associate" (as

               defined below) has any agreement, arrangement or understanding

               for the purpose of acquiring, holding, voting or disposing of

               shares of the Corporation or (y) which is its "affiliate" or

               "associate" as those terms

               were defined in rule 12b-2 of the General Rules and Regulations

               of the Securities Exchange Act of 1934 as in effect on March 25,

               1976,

 

          (ii) "shares of the Corporation entitled to vote" shall mean such

               shares as are entitled to vote generally in the election of

               Directors, considered as one class, and

 

          (iii) the shares of the Corporation entitled to vote shall include any

               shares deemed owned through the application of clauses (1) and

               (2) of paragraph (i) above but shall not include any other shares

               that may be issuable by the Corporation pursuant to any

               agreement, or upon the exercise of conversion rights, warrants,

               options, or otherwise.

 

     THIRTEENTH: Whenever a compromise or arrangement is proposed between this

corporation and its creditors or any class of them and/or between this

corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers appointed

for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of

the creditors or class of creditors, and/or of the stockholders or class of

stockholders of this corporation, as the case may be, to be summoned in such

manner as the said court directs. If a majority in number representing

three-fourths in value of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of this corporation, as the case may be,

agree to any compromise or arrangement and to any reorganization of this

corporation as consequence of such compromise or arrangement and to any

reorganization of this corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders, of this corporation, as the case may be,

and also on this corporation.

 

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,

for the purpose of forming a corporation pursuant to the General Corporation Law

of the State of Delaware, do make this certificate, hereby declaring and

certifying that

this is our act and deed and the facts herein stated are true, and accordingly

have hereunto set our hands this 4th day of March, 1983.

 

                                        INCORPORATOR:

 

 

                                        /s/ Cornelius S. Van Rees

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

                                        (Signature)

                                        Cornelius S. Van Rees

                                        40 Wall Street

                                        New York, New York 10005

 

 

                                        INCORPORATOR:

 

 

                                        /s/ Edward A. Bacon, Jr.

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

                                        (Signature)

                                        Edward A. Bacon, Jr.

                                        40 Wall Street

                                        New York, New York 10005

 

 

 

 

                            CERTIFICATE OF AMENDMENT

 

                                       OF

 

                      RESTATED CERTIFICATE OF INCORPORATION

 

     Graham Corporation, a corporation organized and existing under and by

virtue of the General Corporation Law of the State of Delaware, DOES HEREBY

CERTIFY:

 

     FIRST: That a meeting of the Board of Directors of Graham Corporation held

on February 26, 1987, resolutions were duly adopted setting forth a proposed

amendment to the Restated Certificate of Incorporation of said corporation,

declaring said amendment to be advisable and calling a meeting of the

stockholders of said corporation for consideration thereof. The resolution

setting forth the proposed amendment is as follows:

 

          RESOLVED, that the Restated Certificate of Incorporation of this

     corporation be amended by adding an Article Fourteen, said Article to be as

     follows:

 

     "FOURTEENTH

 

     Section 1. To the fullest extent permitted by the Delaware General

     Corporation Law as the same exists or may hereafter be amended, a director

     of this corporation shall not be liable to the corporation or to any of its

     stockholders for monetary damages for breach of fiduciary duty as a

     director.

 

     Any repeal or modification of the foregoing paragraph by the stockholders

     of the corporation shall not adversely affect any right or protection of a

     director of the corporation existing at the time of such repeal or

     modification.

 

     Section 2. A director or officer of this corporation shall be indemnified

     by the corporation against any liabilities incurred in his capacity as a

     director or officer, such indemnification to include payment by the

     corporation of expenses incurred in defending a proceeding in advance of

     its final disposition, to the fullest extent permitted by the Delaware

     General Corporation Law or as may be provided by written agreement with the

     corporation.

 

     The right to indemnification conferred in this Section, including the

     payment of expenses incurred in defending a proceeding in advance of its

     final disposition, shall not be exclusive of any other right which a

     director or officer may have or hereafter acquire under any statute,

     provision of the Certificate of Incorporation, by-law, agreement, vote of

     stockholders or disinterested directors or otherwise.

 

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,

an annual meeting of the stockholders of said corporation was duly called and

held on June 29, 1987, upon notice in accordance with Section 222 of the General

Corporation Law of the State of Delaware at which meeting the necessary number

of shares as required by statute were voted in favor of the amendment.

 

     THIRD: That said amendment was duly adopted in accordance with the

provisions of Section 242 of the General Corporation Law of the State of

Delaware.

 

     IN WITNESS WHEREOF, said Graham Corporation has caused this certificate to

be signed by Frederick D. Berkeley, its Chairman of the Board of Directors, and

attested by Cornelius S. Van Rees, its Secretary, this 20th day of July, 1987.

 

                                        GRAHAM CORPORATION

 

 

                                        By /s/ Frederick D. Berkeley

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

                                           Frederick D. Berkeley

                                           Chairman of the Board of Directors

 

 

 

                       CERTIFICATE FOR RENEWAL AND REVIVAL

 

                                       OF

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                               GRAHAM CORPORATION

 

                                    * * * * *

 

     GRAHAM CORPORATION, a corporation organized under the laws of Delaware, the

Certificate of Incorporation of which was filed in the office of the Secretary

of State on the 7th day of March, 1983, the Certificate of Incorporation of

which was voided for non-payment of taxes, now desires to procure a restoration,

renewal and revival of its Certificate of Incorporation, and hereby certifies as

follows:

 

          1. The name of this corporation is GRAHAM CORPORATION

 

          2. Its registered office in the State of Delaware is located at

Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New

Castle and the name of its registered agent at such address is The Corporation

Trust Company.

 

          3. The date when the restoration, renewal, and revival of the

Certificate of Incorporation of this company is to commence is the 29th day of

February, 1988, same being prior to

the date of the expiration of the Certificate of Incorporation. This renewal and

revival of the Certificate of Incorporation of this corporation is to be

perpetual.

 

          4. This corporation was duly organized under the Laws of the State of

Delaware and carried on the business authorized by its Certificate of

Incorporation until the 1st day of March, 1988, at which time its Certificate of

Incorporation became inoperative and void for non-payment of taxes and this

Certificate for Renewal and Revival is filed by authority of the duly elected

directors of the corporation in accordance with the laws of the State of

Delaware.

 

     IN WITNESS WHEREOF, said GRAHAM CORPORATION, in compliance with Section 312

of Title 8 of the Delaware Code, has caused this Certificate to be signed by

Alvin L. Snyder, its last and acting Vice President, and attested by Cornelius

S. Van Rees, its last and acting Secretary, this thirtieth day of August, 1988.

 

                                        GRAHAM CORPORATION

 

 

                                        By /s/ Alvin L. Snyder

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

                                           Its Last and Acting

                                           Vice President

 

 

 

                           

                              CERTIFICATE OF MERGER

 

                                       OF

 

                         GRAHAM MANUFACTURING CO., INC.

 

                                      INTO

 

                               GRAHAM CORPORATION

 

The undersigned corporation DOES HEREBY CERTIFY:

 

     FIRST: That the name and state of incorporation of each of the constituent

corporations of the merger is as follows:

 

NAME                             STATE OF INCORPORATION

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

<S>                              <C>

GRAHAM MANUFACTURING CO., INC.   New York

 

GRAHAM CORPORATION               Delaware

 

 

     SECOND: That an Agreement of Merger between the parties to the merger has

been approved, adopted, certified, executed and acknowledged by each of the

constituent corporations in accordance with the requirements of section 252 of

the General Corporation Law of Delaware.

 

     THIRD: That the name of the surviving corporation of the merger is GRAHAM

CORPORATION, a Delaware corporation.

 

     FOURTH: That the Certification of Incorporation of GRAHAM CORPORATION, a

Delaware corporation which is surviving the merger, shall be the Certificate of

Incorporation of the surviving corporation.

 

     FIFTH: That the executed Agreement of Merger is on file at an office of the

surviving corporation, the address of which is 20 Florence Avenue, Batavia, New

York 14020.

 

     SIXTH: That a copy of the Agreement of Merger will be furnished by the

surviving corporation, on request and without cost, to any stockholder of any

constituent corporation.

 

     SEVENTH: The authorized capital stock of each foreign corporation which is

a party to the merger is as follows:

 

                                                               PAR VALUE PER SHARE OR

                                                             STATEMENT THAT SHARES ARE

          CORPORATION             CLASS   NUMBER OF SHARES       WITHOUT PAR VALUE

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

<S>                              <C>      <C>                <C>

Graham Manufacturing Co., Inc.   Common         1,000                  $0.10

 

     EIGHTH: That this Certificate of Merger shall be effective on January

1,1999.

 

Dated: December 22, 1998

 

                                        GRAHAM CORPORATION

 

 

                                        By /s/ A. Cadena

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

                                           A. Cadena

                                           President & Chief Executive Officer