CERTIFICATE OF INCORPORATION
The undersigned, Robert B. McKnight, Jr. and Randall L. Herrel, Sr.,
certify that they are the Chief Executive Officer and Secretary, respectively,
of Quiksilver, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"), and do hereby further certify as follows:
A. The name of the Company is QUIKSILVER, INC.
B. The original Certificate of Incorporation of the Company was filed in
the office of the Delaware Secretary of State on October 24, 1986.
C. This Restated Certificate of Incorporation has been duly adopted by the
Board of Directors and by the Stockholders of the Company in accordance with the
applicable provisions of Section 242 and 245 of the General Corporation Law of
the State of Delaware.
D. The text of the Certificate of Incorporation of the Company is hereby
amended and restated to read in its entirety as follows:
FIRST: The name of this corporation is Quiksilver, Inc. (hereinafter
referred to as the "Company").
SECOND: The address of the Company's registered office in the State
of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware.
The name of the Company's registered agent at that address is United
States Corporation Company.
THIRD: The purpose of the Company is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of Delaware.
A. The total number of shares of all classes of stock that the
Company shall have authority to issue is thirty-five million (35,000,000),
(1) thirty million (30,000,000) shares of Common Stock,
with a par value of $.01 per share; and
(2) five million (5,000,000) shares of Preferred Stock,
with a par value of $.01 per share.
B. The shares of Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is authorized to fix
the number of shares of any series of Preferred Stock and to determine the
designation of any such series. The Board of Directors is also authorized
to determine or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not
below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issuance of shares of that
FIFTH: A director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.
If the Delaware General Corporation Law is hereafter
amended to authorize the further elimination or limitation of the
liability of a director, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing provisions
of this Article FIFTH by the stockholders of the Company shall not
adversely affect any right or protection of a director of the Company
existing at the time of such repeal or modification.
SIXTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter
or repeal the bylaws of the Company.
SEVENTH: Election of directors need not be by written ballot unless
the bylaws of the Company shall so provide.
E. The undersigned further declare under penalty of perjury under the laws
of the State of Delaware that this Restated Certificate of Incorporation is the
act and deed of the Company and that the facts stated herein are true.
DATED: April 4, 1996 QUIKSILVER, INC.
/s/ Robert B. McKnight, Jr.
Robert B. McKnight, Jr.
Chief Executive Officer
/s/ Randall L. Herrel, Sr.
Randall L. Herrel, Sr., Secretary