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| The Dow Chemical Company and Subsidiaries | | EXHIBIT 3(i) |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE DOW CHEMICAL COMPANY
The Dow Chemical Company (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The present name of the Company is The Dow Chemical Company; and, the name under which the Company was originally incorporated is The Dow Chemical Company (Delaware), and the date of filing the original certificate of incorporation of the Company with the Secretary of State of the State of Delaware is June 11, 1947.
SECOND: The Certificate of Incorporation of the Company is hereby amended by striking out Article VII and by substituting in lieu thereof new Article VII which is set forth in the Amended and Restated Certificate of Incorporation hereinafter provided for.
THIRD: The provisions of the Certificate of Incorporation of the Company as heretofore amended and/or supplemented, and as herein amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of The Dow Chemical Company without any further amendment other than the amendment herein certified and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereinafter set forth.
FOURTH: The amendment and the restatement of the Amended and Restated Certificate of Incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Section 242 and of Section 245 of the General Corporation Law of the State of Delaware.
FIFTH: The Certificate of Incorporation of the Company, as amended and restated herein, shall at the effective time of this Amended and Restated Certificate of Incorporation, read as follows:
“AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE DOW CHEMICAL COMPANY
Article I
NAME
The name of the corporation (which is hereinafter referred to as the “Company”) is The Dow Chemical Company.
Article II
ADDRESS OF REGISTERED OFFICE; NAME OF REGISTERED AGENT
The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.
Article III
PURPOSE AND POWERS
The purpose of the Company is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of Delaware. It shall have all powers that may now or hereafter be lawful for a corporation to exercise under the General Corporation Law of Delaware.
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| | The Dow Chemical Company and Subsidiaries | | EXHIBIT 3(i) |
Article IV
CAPITAL STOCK
Section 4.1 Total Number of Shares of Stock. The total number of shares of stock of all classes that the Company shall have authority to issue is one billion seven hundred fifty million shares. The authorized capital stock is divided into two hundred fifty million shares of Preferred Stock of the par value of one dollar each (hereinafter the “Preferred Stock”) and one billion five hundred million shares of Common Stock of the par value of two dollars and fifty cents each (hereinafter the “Common Stock”).
Section 4.2 Preferred Stock.
| | (a) | The two hundred fifty million shares of Preferred Stock of the Company may be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in the resolution or resolutions providing for the issue of such series, adopted by the Board of Directors as hereinafter provided. |
| | (b) | Authority is hereby expressly granted to the Board of Directors of the Company, subject to the provisions of this Article IV and to the limitations prescribed by the General Corporation Law of Delaware, to authorize the issue of one or more series of Preferred Stock and with respect to each such series to fix by resolution or resolutions providing for the issue of such series the voting powers, full or limited, if any, of the shares of such series and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following: |
| | (i) | The designation of such series; |
| | (ii) | The dividend rate 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 of stock or any other series of any class of stock of the Company, and whether such dividends shall be cumulative or non-cumulative; |
| | (iii) | Whether the shares of such series shall be subject to redemption by the Company and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption; |
| | (iv) | The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series; |
| | (v) | Whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of the Company, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchanges; |
| | (vi) | The extent, if any, to which the holders of shares of such series shall be entitled to vote with respect to the election of directors or otherwise; |
| | (vii) | The restrictions, if any, on the issue or reissue of any additional Preferred Stock; and |
| | (viii) | The rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of assets of, the Company. |
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| | The Dow Chemical Company and Subsidiaries | | EXHIBIT 3(i) |
Section 4.3 Common Stock. The one billion five hundred million shares of Common Stock of the Company shall be of one and the same class. Subject to all of the rights of the Preferred Stock provided for by resolution or resolutions of the Board of Directors pursuant to this Article IV or by the General Corporation Law of Delaware, the holders of Common Stock shall have full voting powers on all matters requiring stockholder action, each share of such Common Stock being entitled to one vote and having equal rights of participation in the dividends and assets of the Company.
Article V
BOARD OF DIRECTORS
Section 5.1 Power of the Board of Directors. The business and affairs of the Company shall be managed by or under the direction of its Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to:
| | (a) | Amend, alter, change, adopt or repeal the Bylaws of the Company;provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted; |
| | (b) | Determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Company, including the power to designate and empower committees of the Board of Directors, to elect, appoint and empower the officers and other agents of the Company, and to determine the time and place of, and the notice requirements for Board meetings, as well as quorum and voting requirements for, and the manner of taking Board action; and |
| | (c) | Exercise all such powers and do all such acts as may be exercised by the Company, subject to the provisions of the laws of the State of Delaware, this Certificate of Incorporation, and any Bylaws of the Company. |
Section 5.2 Number of Directors. The number of directors constituting the entire Board of Directors shall be not less than six nor more than twenty-one, as authorized from time to time exclusively by a vote of a majority of the entire Board of Directors. As used in this Certificate of Incorporation, the term “entire Board of Directors” means the total authorized number of directors that the Company would have if there were no vacancies.
Section 5.3 Annual Election of Directors. Except with respect to directors who may be elected solely by the holders of shares of any class or series of Preferred Stock, at the 2005 Annual Meeting of Stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2006 Annual Meeting of Stockholders (which number of directors shall be approximately one-third of the total number of directors of the Company); at the 2006 Annual Meeting of Stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2007 Annual Meeting of Stockholders (which number of directors shall be approximately two-thirds of the total number of directors of the Company); and at each Annual Meeting of Stockholders thereafter, the directors shall be elected for terms expiring at the next Annual Meeting of Stockholders.
Section 5.4 Vacancies. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by the Board of Directors, acting by a majority of the remaining directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified.
Section 5.5 Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any class or series of Preferred Stock, any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting as a single class.
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| | The Dow Chemical Company and Subsidiaries | | EXHIBIT 3(i) |
Article VI
INDEMNIFICATION; LIMITATION OF LIABILITY
Section 6.1 Indemnification. Directors, officers, employees and agents of the Company may be indemnified by the Company to such extent as is permitted by the laws of the State of Delaware and as the Bylaws may from time to time provide.
Section 6.2 Limitation of Liability of Directors. 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 to the fullest extent permitted by the General Corporation Law of Delaware as the same now exists or hereafter may be amended.
Article VII
MEETINGS OF STOCKHOLDERS
Any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing by such stockholders. Special meetings of stockholders of the Company: (a) may be called by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, upon motion of a director, and (b) shall be called by the Chairman of the Board or the Secretary of the Company upon a written request from stockholders holding at least twenty-five percent of the voting power of all the shares of capital stock of the Company then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with such procedures for calling a special meeting of stockholders as may be set forth in the Bylaws of the Company, as may be amended from time to time.
Article VIII
AMENDMENT OF BYLAWS
In addition to any requirements of the General Corporation Law of Delaware (and notwithstanding the fact that a lesser percentage may be specified by the General Corporation Law of Delaware), the affirmative vote of the holders of a majority of all of the shares of capital stock of the Company then entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Company to amend, alter, change, adopt or repeal any Bylaws of the Company.
Article IX
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Company hereby 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 the General Corporation Law of Delaware and all rights conferred on stockholders therein granted are subject to this reservation.”
Executed on this 17th day of May, 2010.
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| THE DOW CHEMICAL COMPANY |
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| By: | | /s/ Charles J. Kalil |
| | Charles J. Kalil |
| | Executive Vice President, General Counsel & Corporate Secretary |
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