Exhibit 3(a)(1)
THE BLACK & DECKER CORPORATION
ARTICLES OF RESTATEMENT
The Black & Decker Corporation, a Maryland corporation (the
"Corporation"), hereby certifies as follows:
FIRST: The Corporation desires to restate its Charter as currently in
effect.
SECOND: The provisions set forth in these Articles of Restatement (these
"Articles") are all the provisions of the Charter of the Corporation (the
"Charter") currently in effect:
I. The name of said corporation is "THE BLACK & DECKER CORPORATION."
II. The purpose for which and for any of which the Corporation is
formed, and the business and objects to be carried on and promoted by it are as
follows, to-wit: to carry on a general machine and manufacturing business; to
manufacture, sell, or otherwise dispose of all manner and kinds of machinery,
engines and trucks, and conduct a general machine repairing business; to
purchase, own, hold, lease, convey, mortgage, pledge, transfer or otherwise
acquire or dispose of lands, water rights, mills, factories, buildings and other
structures; and all other property, both real and personal, of every class and
description, or any interest therein necessary or desirable for the carrying on
of the aforesaid object; to acquire, by purchase, lease, or otherwise, the
property rights, business, good will, franchises and assets of every kind of any
corporation, association, firm or individual, carrying on, in whole or in part,
the aforesaid business or any other business in whole or in part that the
Corporation may be authorized to carry on, and to undertake, guarantee, assume
and pay the indebtedness and liabilities thereof, and to pay for any property
rights, business, good will, franchises and assets so acquired in the stock,
bonds, or other securities of the Corporation or otherwise; to apply for,
acquire, hold, use, sell, mortgage, license, assign, or otherwise dispose of
letters patent of the United States or any foreign country, and any and all
patent rights, licenses, privileges, inventions, improvements, processes and
trademarks relating to or useful in connection with any business carried on by
the Corporation; to carry on any other business, whether manufacturing or
otherwise, which may be calculated directly or indirectly to effectuate the
aforesaid objects or to facilitate it in the transaction of any other business
that may be calculated directly or indirectly, to enhance the value of its
property and rights. The business which the Corporation is to carry on is from
time to time to do any one or more of the acts and things hereinbefore set
forth, provided that in the transaction of its business the Corporation shall be
subject to the laws and statutes of each state or foreign country in which the
same may be transacted or its property may be located.
III. The present post office address of the place at which the
principal office of the Corporation is located in this State is 701 East Joppa
Road, Towson, Baltimore County, Maryland 21286.
The present resident agent of the Corporation is Barbara B. Lucas,
whose post office address is c/o The Black & Decker Corporation, 701 East Joppa
Road, Towson, Maryland 21286. Said resident agent is a citizen of the State of
Maryland and actually resides therein.
IV. The total number of shares of stock of all classes that the
Corporation has authority to issue is one hundred fifty-five million
(155,000,000). One hundred fifty million (150,000,000) shares shall be Common
Stock of the par value of fifty cents ($0.50) per share, having an aggregate par
value of seventy-five million dollars ($75,000,000), and five million
(5,000,000) shares shall be Series Preferred Stock without par value. The Series
Preferred Stock may be issued, from time to time, in one or more series as
authorized by the Board of Directors. Prior to issuance of a series, the Board
of Directors by resolution shall designate that series to distinguish it from
other series and classes of stock of the Corporation, shall specify the number
of shares to be included in the series, and shall fix the terms, rights,
restrictions and qualifications of the shares of the series, including any
preferences, voting powers, dividend rights and redemption, sinking fund and
conversion rights. Subject to the express terms of any other series of Series
Preferred Stock outstanding at the time, the Board of Directors may increase or
decrease the number of shares or alter the designation or classify or reclassify
any unissued shares of a particular series of Series Preferred Stock by fixing
or altering in any one or more respects from time to time before issuing the
shares any terms, rights, restrictions and qualifications of the shares.
V. At the time of the adoption of this restatement the Corporation
has eight (8) Directors, whose names are as follows:
Nolan D. Archibald
Norman R. Augustine
Barbara L. Bowles
Malcolm Candlish
Alonzo G. Decker, Jr.
Anthony Luiso
Mark H. Willes
M. Cabell Woodward, Jr.
VI. The management of the property, business and affairs of the
Corporation shall be vested in the Board of Directors, who shall dictate its
general business policy, and, subject to any provisions of statute or to vote of
its stockholders, determine all matters and questions pertaining to its business
affairs.
The Board of Directors shall from time to time determine whether and
to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation, or any of them, shall be
open to the inspection of stockholders, and no stockholder shall have any right
to inspect any account or book or document of the
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Corporation except as conferred by the law and statutes of Maryland or as
authorized by the Board of Directors or by a resolution of the stockholders.
The Board of Directors shall have the power in its discretion to sell,
lease or otherwise dispose of any real estate, leasehold or personal property
belonging to the Corporation, and to authorize the President or Vice President
to execute such deeds, leases or other instruments which may be requisite.
The above granted powers to the Corporation and to the Board of
Directors thereof are in furtherance and not in limitation of the general powers
conferred by law upon the directors and the Corporation.
VII. The following provisions for the regulation of the business and
conduct of the affairs of the Corporation are hereby made:
1. The holders of shares of capital stock of the Corporation of
any class shall have no preferential, preemptive or other right, as
stockholders, to subscribe for or purchase any proportionate or other
part of any issue of additional capital stock of any class, now or
hereafter authorized, which may be issued by the Corporation, whether
issued for money, for a consideration other than money or otherwise,
except such right, if any, as may be conferred by the Board of
Directors in authorizing such issuance.
2. The Board of Directors shall have the right from time to time
to authorize and direct the purchase by the Corporation of shares of
its outstanding capital stock of any class, whether for retirement or
otherwise, as they may determine. This right, however, is subject (1)
to the laws of the State of Maryland, in force at the time such right
may be exercised, with regard to the purchase by a corporation of its
own stock, and (2) to the provisions of the Articles of Incorporation
of the Corporation as heretofore and hereafter amended.
3. The Board of Directors shall have absolute discretion to
determine, from time to time, what sum shall be retained as working
capital for the Corporation, out of its surplus profits, before the
declaration of any dividend upon the Common Stock, and the
stockholders shall have no right to insist upon the distribution of
any part of any profits so reserved by the Board of Directors.
4. No contract or other transaction between the Corporation and
any other corporation shall be affected or invalidated by reason of
the fact that any one or more of the Board of Directors of the
Corporation is or are interested in, or is a director or officer of
such other corporation, and any Director may be a party to or may be
interested in any contract or transaction of the Corporation, or in
which the Corporation is interested, and no such contract or
transaction shall be affected or invalidated by reason thereof.
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VIII.To the fullest extent permitted by Maryland law, as it may be
amended from time to time, no person who at any time was or is a director or
officer of the Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the charter of the Corporation
or repeal of any of its provisions shall limit or eliminate any of the benefits
provided to directors and officers under this Article VIII in respect of any act
or omission that occurred prior to such amendment or repeal.
THIRD: The restatement of the Charter has been approved by a majority
of the entire Board of Directors.
FOURTH: The Charter is not amended by these Articles.
FIFTH: The current address of the principal office of the Corporation
is set forth in Article SECOND Section III.
SIXTH: The name and address of the current resident agent of the
Corporation are set forth in Article SECOND Section III.
SEVENTH: The Board of Directors of the Corporation has the number of
members set forth in Article SECOND Section V. The names of those currently
serving as directors of the Corporation are set forth in Article SECOND Section
V.
IN WITNESS WHEREOF, The Black & Decker Corporation has caused these
Articles of Restatement to be signed in its name and on its behalf on this 17th
day of July 1997, by its President who acknowledges that these Articles of
Restatement are the act of the Corporation and that to the best of his
knowledge, information and belief and under penalties of perjury, all matters
and facts contained in these Articles of Restatement are true in all material
respects.
ATTEST: THE BLACK & DECKER CORPORATION
/s/Barbara B. Lucas______ By:/s/Nolan D. Archibald_______(SEAL)
Barbara B. Lucas Nolan D. Archibald
Secretary Chairman, President and
Chief Executive Officer
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