Certificate of Incorporation
Adopted October 23, 1979

As amended November 16, 1984,
November 19, 1986, December 12, 1990,
December 4, 1995, and July 16, 2004


CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL RECTIFIER CORPORATION

        1.     The name of the corporation is INTERNATIONAL RECTIFIER CORPORATION.

        2.     The address of its registered office in the State of Delaware is 100 West 10th Street, in the City of Wilmington, County of New Castle. The name of is registered agent at such address is The Corporation Trust Company.

        3.     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.

        4.     The total number of shares of stock that the corporation shall have authority to issue is 330,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. The par value of the Common Stock and the Preferred Stock is One Dollar ($l.00) per share.

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

Name


 

Mailing Address


Mr. Eric Lidow

 

9220 Sunset Boulevard, Suite 300
Los Angeles, California 90069


Mr. Gerald A. Koris


 


9220 Sunset Boulevard, Suite 300
Los Angeles, California 90069

        6.     In furtherance and not in limitation of the powers conferred by statute, but subject to the provisions of this Certificate of Incorporation, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the corporation, to fix the amount to be reserved as working capital, and to authorize and cause to be executed mortgages and liens, without limit as to the amount, upon the property and franchise of this corporation. This authority expressly includes (but is not limited to) authority to fix at the time of issuance by resolution or resolutions, as to any class or classes of stock (or series thereof) such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating optional or other special rights, qualifications, limitations or restrictions as the Board of Directors shall, in their sole discretion, determine. The By-Laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book, or document of this corporation, except as conferred by statute or the By-Laws or by resolution of the stockholders.

        7.     Notwithstanding anything herein contained to the contrary, the By-Laws of the corporation shall contain the following provisions:

        (a)   The Board of Directors alone shall have the right, in its sole discretion, to increase or decrease the number of directors constituting the Board of Directors at any time, and shall be authorized to classify any director or directors so added to the Board into any of the three classes of directors (into which the directors shall be divided) as it sees fit, provided that the Board shall not be entitled to increase the number of directors by more than one in any twelve month period without the affirmative vote of at least two-thirds of the directors of each class of directors or of at least two-thirds of all of the issued and outstanding stock of the corporation.

        (b)   Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director.

        (c)   A director may be removed, only for cause, by the holders of a majority of shares entitled to vote at an election of directors.

        The said provisions of the By-Laws and this article 7 shall not be altered, amended or repealed without the affirmative vote of the holders of not less than two-thirds of the stock of the corporation issued and outstanding having voting power, given at a stockholders' meeting duly called for that purpose, upon a proposal adopted by the Board of Directors

        8.     The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may from time to time be designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

        9.     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 statute or in this Certificate of Incorporation. All rights conferred upon stockholders herein are granted subject to this reservation.

        10.   To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as director.

        THE UNDERSIGNED, being 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 their act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 23rd day of October, 1979.


 


/s/  ERIC LIDOW      


Eric Lidow


 


/s/  GERALD A. KORIS      


Gerald A. Koris

 

 

 


Proposed Amendment to Article 7 of the Company's Certificate of Incorporation

        The changes to the Company's Certificate of Incorporation that would be implemented by stockholder adoption of managements' Proposal No. 2 are shown below. Deletions are indicated by strike-outs and additions are indicated by underlining.

        7. Notwithstanding anything herein contained to the contrary, the By-Laws of the corporation shall contain the following provisions: (a) The Board of Directors alone shall have the right, in its sole discretion, to increase or decrease the number of directors constituting the Board of Directors at any time, and, prior to the election of directors at the 2012 annual meeting of stockholders (the "2012 Annual Meeting"), shall be authorized to classify any director or directors so added to the Board into any class of the three classes of directors (into which the directors shall be divided) as it sees fit, provided that (x) the Board shall not be entitled to increase the number of directors constituting the entire Board by more than one in any twelve month period ending prior to the election of directors at the 2012 Annual Meeting without the affirmative vote of at least two-thirds of all of the issued and outstanding capital stock of the Corporation or at least two-thirds of the directors of each class of directors or of at least two-and (y) the Board shall not be entitled to increase the number of directors constituting the entire Board by more than one in any twelve month period ending as of or after the election of directors at the 2012 Annual Meeting without the affirmative vote of at least two thirds of all of the issued and outstanding capital stock of the corporation. Corporation or at least two-thirds of all directors.

        (b) Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director.

        (c) Each director elected or appointed prior to the election of directors at the 2012 Annual Meeting shall hold office until the next election of the class to which such director shall have been assigned and until such director's successor shall have been duly elected and qualified or until such director's earlier death, resignation or removal. Commencing with the election of directors at the 2012 Annual Meeting, the Board of Directors shall cease to be classified in accordance with Section 141(d) of the General Corporation Law of the State of Delaware ("Section 141(d)"), and all directors shall stand for election by the stockholders annually. Each director elected at the 2012 Annual Meeting and each director elected at any annual meeting of stockholders or appointed thereafter shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified or until such director's earlier death, resignation or removal.

        (d) Prior to the election of directors at the 2010 annual meeting of stockholders (the "2010 Annual Meeting") the Board of Directors shall be divided into three classes of directors in accordance with Section 141(d) (such classes, "Class I", "Class II" and "Class III", respectively), with the directors in Class I having a term that expires at the 2010 Annual Meeting, the directors in Class II having a term that expires at the 2011 annual meeting of stockholders (the "2011 Annual Meeting"), and the directors in Class III having a term that expires at the 2012 Annual Meeting.

        (e) Commencing with the election of directors at the 2010 Annual Meeting, pursuant to Section 141(d), the Board of Directors shall be divided into two classes of directors (such classes, "Class A" and "Class B", respectively), with the directors in Class A having a term that expires at the 2011 Annual Meeting and the directors in Class B having a term that expires at the 2012 Annual Meeting. The persons elected by the stockholders at the 2010 Annual Meeting as the successors of the directors who, immediately prior to the election of directors at the 2010 Annual Meeting, were members of Class I shall be elected to Class B; the directors who, immediately prior to the election of directors at the 2010 Annual Meeting, were members of Class II shall be assigned by the Board to Class A; and the directors who, immediately prior to the election of directors at the 2010 Annual Meeting, were members of Class III shall be assigned by the Board to Class B. Notwithstanding the foregoing provisions of this subsection (e), the Board of Directors is authorized, but not required, to assign a director or directors already in office to Class A or Class B at the time such classification becomes effective to apportion as nearly equal as possible the number of directors in each such class.

        (f) Commencing with the election of directors at the 2011 Annual Meeting, pursuant to Section 141(d), the Board of Directors shall be divided into one class of directors (such class, the "2012 Class"), with the directors in the 2012 Class having a term that expires at the 2012 Annual Meeting. The persons elected by the stockholders at the 2011 Annual Meeting as the successors of the directors who, immediately prior to the election of directors at the 2011 Annual Meeting, were members of Class A shall be elected to the 2012 Class, and the directors who, immediately prior to the election of directors at the 2011 Annual Meeting, were members of Class B shall be assigned by the Board of Directors to the 2012 Class.

        (g) Subject to the rights of the holders of shares of any series of Preferred Stock, until immediately prior to the election of directors at the 2012 Annual Meeting, a A director may be removed, only for cause, by the holders of a majority of shares entitled to vote at an election of directors.

        The said provisions of the By-Laws and this article 7 shall not be altered, amended or repealed without the affirmative vote of the holders of not less than two-thirds of the stock of the corporation issued and outstanding having voting power, given at a stockholders' meeting duly called for that purpose, upon a proposal adopted by the Board of Directors

        (h) Subject to the rights of the holders of shares of any series of Preferred Stock, (x) stockholders shall not be permitted to act by written consent in lieu of a meeting to remove directors without cause, and (y) no special meeting of the stockholders may be called by or on behalf of stockholders for a purpose of voting to remove directors without cause.

[As Approved by Shareholders: 11/09/2009]

[As Filed: 11/13/2009]