CERTIFICATE OF INCORPORATION
FIRST: The name of the Corporation is Solectron Corporation (the
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address 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 Delaware.
FOURTH: This corporation is authorized to issue two classes of shares: Common
Stock and Preferred Stock. The total number of shares which this
corporation is authorized to issue is two hundred one million two
hundred thousand (201,200,000) shares. The number of shares of Common
Stock authorized is two hundred million (200,000,000) shares, $.001
par value. The number of shares of Preferred Stock authorized is one
million two hundred thousand (1,200,000) shares, $.001 par value.
The shares of Preferred Stock authorized by this Certificate of
Incorporation may be issued from time to time in one or more series.
For any wholly unissued series of Preferred Stock, the Board of
Directors is hereby authorized to fix and alter the dividend rights,
dividend rates, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), redemption prices,
liquidation preferences, the number of shares constituting any such
series and the designation thereof, or any of them.
For any series of Preferred Stock having issued and outstanding
shares, the Board of Directors is hereby authorized to increase or
decrease the number of shares of such series when the number of shares
of such series was originally fixed by the Board of Directors, but
such increase or decrease shall be subject to the limitations and
restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares of such series.
If the number of shares of any series is so decreased, then the shares
constituting such decrease shall resume the status that they had prior
to the adoption of the resolution originally fixing the number of
shares of such series.
FIFTH: The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
Susan Wang Solectron Corporation
847 Gibraltar Drive, Building 5
Milpitas, CA 95035
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and
before voting begins.
EIGHTH: A. At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of
the term for which they are elected, and until their successors have
been duly elected and qualified; except that if any such election
shall not be so held, such election shall take place at a
stockholders' meeting called and held in accordance with the Delaware
General Corporation Law.
B. Vacancies occurring on the Board of Directors may be filled by vote
of a majority of the remaining members of the Board of Directors,
although less than a quorum, at a meeting of the Board of Directors. A
person so elected by the Board of Directors to fill a vacancy shall
hold office until the next succeeding annual meeting of stockholders
of the Corporation at which the directorship is to be elected and
until his or her successor shall have been duly elected and qualified.
NINTH: The number of directors which constitute the whole Board of Directors
of the Corporation shall be designated in the Bylaws of the
TENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the Bylaws of the Corporation.
ELEVENTH: A. To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as it may hereafter be amended, no director
of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as
B. Neither any amendment nor repeal of this Article, nor the adoption
of any provision of this Certificate of Incorporation inconsistent
with this Article, shall eliminate or reduce the effect of this
Article in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.
TWELFTH: At the election of directors of the Corporation, each holder of stock
of any class or series shall be entitled to as many votes as shall
equal the number of votes which (except for such provision as to
cumulative voting) he would be entitled to cast for the election of
directors with respect to his shares of stock multiplied by the number
of directors to be elected by him, and he may cast all of such votes
for a single director or may distribute them among the number to be
voted for, or for any two or more of them as he may see fit, so long
as the name of the candidate for director shall have been placed in
nomination prior to the voting and the stockholder, or any other
holder of the same class or series of stock, has given notice at the
meeting prior to the voting of the intention to cumulate votes.
THIR- Meetings of stockholders may be held within or without the State of
TEENTH: Delaware, as the Bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside
of 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 Bylaws of the
FOUR- Stockholders of the Corporation may not take action by written consent
TEENTH: in lieu of a meeting but must take any actions at a duly called annual
or special meeting.
FIF- Advance notice of stockholder nomination for the election of directors
TEENTH: and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner
provided in the Bylaws of the Corporation.
SIX- The Corporation reserves the right to amend, alter, change or repeal
TEENTH: any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this