Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
NAVIOS MARITIME HOLDINGS INC.
UNDER SECTIONS 90 AND 93 OF THE BUSINESS CORPORATIONS ACT
I, Robert G. Shaw, President of Navios Maritime Holdings Inc., a
corporation incorporated under the laws of the Republic of the Marshall Islands,
for the purpose of amending and restating the Articles of Incorporation of said
Corporation hereby certify:
1. The name of the Corporation is: Navios Maritime Holdings Inc.
2. The Articles of Incorporation were originally filed with the Registrar
of Corporations under the laws of the Republic of The Marshall Islands
on November 19, 2002, as amended and restated on December 5, 2002, and
as amended on each of April 23, 2003, and February 16, 2005.
3. The Articles of Incorporation, as amended heretofore, are hereby
amended and restated in their entirety as follows:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is Navios Maritime Holdings Inc.
SECOND: The address, including street, number, city, and county,
of the registered office of the Corporation in the Republic of The
Marshall Islands is Trust Company Complex, Ajeltake Island, P.O. Box
1405, Majuro, Marshall Islands, MH96960; and the name of the
registered agent of the Corporation in the Republic of The Marshall
Islands is Trust Company of the Marshall Islands, Inc.
THIRD: The purpose of the Corporation shall be to engage in any
lawful act or activity or carry on any business for which corporations
may be organized under the Business Corporations Act of the Republic
of The Marshall Islands or any successor statute (the "BCA").
FOURTH: The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
121,000,000 of which 120,000,000 shares shall be Common Stock of the
par value of $.0001 per share and 1,000,000 shares shall be Preferred
Stock of the par value of $.0001 per share.
A. Preferred Stock. The Board of Directors is expressly granted
authority to issue shares of the Preferred Stock, in one or more
series, and to fix for each such series such voting powers, (full
or limited, and such designations, preferences and relative,
participating, optional or other special rights and such
qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions adopted by
the Board of Directors providing for the issue of such series (a
"Preferred Stock Designation") and
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as may be permitted by the BCA. The number of authorized shares
of Preferred Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of all of
the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series
thereof, unless a vote of any such holders is required pursuant
to any Preferred Stock Designation.
B. Common Stock. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the
holders of the Common Stock shall exclusively possess all voting
power and each share of Common Stock shall have one vote.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The Board of Directors of the Corporation shall be divided
into three classes: Class A, Class B and Class C. The number of
directors in each class shall be nearly equal as possible, and the
directors in each Class shall be specified by the Board of Directors.
The directors in Class A shall serve for a term expiring at the first
Annual Meeting of Shareholders immediately following the effective
date of these Articles, the directors in Class B shall serve for a
term expiring at the second Annual Meeting of Shareholders immediately
following the effective date of these Articles and the directors in
Class C shall serve for a term expiring at the third Annual Meeting of
Shareholders immediately following the effective date of these
Articles. Commencing at the first Annual Meeting of Stockholders, and
at each annual meeting thereafter, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders after
their election. Except as the BCA may otherwise require, in the
interim between annual meetings of shareholders or special meetings of
shareholders called for the election of directors and/or the removal
of one or more directors and the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board
of Directors, including unfilled vacancies resulting from the removal
of directors for cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum (as
defined in the Corporation's Bylaws), or by the sole remaining
director. All directors shall hold office until the expiration of
their respective terms of office and until their successors shall have
been elected and qualified. A director elected to fill a vacancy
resulting from the death, resignation or removal of a director shall
serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his
successor shall have been elected and qualified.
SEVENTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition and not
in limitation of the powers of the Corporation and of its directors
and of its shareholders or any class thereof, as
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the case may be, conferred by the Republic of The Marshall Islands, it
is further provided that:
A. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the
By-Laws of the Corporation. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the
same meaning, to wit, the total number of directors that the
Corporation would have if there were no vacancies. No election of
directors need be by written ballot.
B. After the original or other ByLaws of the Corporation have
been adopted, amended or repealed, as the case may be, in
accordance with the provisions of the Business Corporations Act
of the Republic of The Marshall Islands, and, after the
Corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the By-Laws of the Corporation
may be exercised by the Board of Directors and shareholders of
the Corporation.
C. The books of the Corporation may be kept at such place within
or without the Republic of The Marshall Islands as the ByLaws of
the Corporation may provide or as may be designated from time to
time by the Board of Directors of the Corporation.
D. The holders of no fewer than one-third (1/3) of the issued and
outstanding capital stock of the Corporation and entitled to
vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders.
EIGHTH: The Corporation shall, to the fullest extent permitted by
the Business Corporations Act of the Republic of The Marshall Islands,
as the same may be amended and supplemented from time to time,
indemnify and advance expenses to, (i) its directors and officers, and
(ii) any person who at the request of the Corporation is or was
serving as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section as amended or
supplemented (or any successor), provided, however, that except with
respect to proceedings to enforce rights to indemnification, the
ByLaws of the Corporation may provide that the Corporation shall
indemnify any director, officer or such person in connection with a
proceeding (or part thereof) initiated by such director, officer or
such person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation. The Corporation, by
action of its Board of Directors, may provide indemnification or
advance expenses to employees and agents of the Corporation or other
persons only on such terms and conditions and to the extent determined
by the Board of Directors in its sole and absolute discretion. The
indemnification provided for herein shall not be deemed
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exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in their
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
NINTH: No director of this Corporation shall be personally liable
to the Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director except to the extent that exemption
from liability or limitation thereof is not permitted under the
Business Corporations Act of the Republic of The Marshall Islands as
in effect at the time such liability or limitation thereof is
determined. No amendment, modification or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment,
modification or repeal. If the BCA is amended after approval by the
shareholders of this Article to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the BCA, as so amended.
TENTH: At all times, any amendment to the provisions of Article
Sixth hereof shall require the approval of the holders of two-thirds
(2/3) of the issued and outstanding capital stock of the Corporation
entitled to vote at the election of directors of the Corporation.
4. This Amended and Restated of the Articles of Incorporation was
authorized by action of the sole shareholder and the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, I have executed these Amended and Restated Articles of
Incorporation this 25th day of August, 2005.
/s/ Robert G. Shaw
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Authorized Person
Robert G. Shaw, President
