EXHIBIT 3(a)
AMENDED AND RESTATED
CHARTER
OF
CROWN CENTRAL PETROLEUM CORPORATION
ARTICLE I
NAME
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The name of the Corporation is:
"Crown Central Petroleum Corporation"
ARTICLE II
PURPOSES AND POWERS
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The Corporation is formed and shall have as its purpose to engage
in any lawful business for which corporations may be organized under the
laws of the State of Maryland. The Corporation shall have all of the
general powers conferred by law upon Maryland corporations and all other
powers not inconsistent with law which are appropriate to promote and
attain its purpose.
ARTICLE III
PRINCIPAL OFFICE ADDRESS
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The address of the principal office of the Corporation in this
State is One North Charles Street, Baltimore, Maryland 21201.
ARTICLE IV
RESIDENT AGENT
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The Resident Agent of the Corporation is Andrew Lapayowker, whose
address is c/o Crown Central Petroleum Corporation, One North Charles
Street, Baltimore, Maryland 21201. Said Resident Agent is an individual
actually residing in the State of Maryland.
ARTICLE V
BOARD OF DIRECTORS
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The number of Directors of the Corporation shall be eight (8), or
such other number as may be increased or decreased pursuant to the
Bylaws of the Corporation, but shall not be less than that number of
directors required under Maryland law. The names of the persons who are
to serve as Directors of the Corporation, until the next annual meeting
of the stockholders of the Corporation and until their successors are
duly elected and qualified, are:
Jack Africk
Michael F. Dacey
Stanley A. Hoffberger
Barry L. Miller
Rev. Harold Ridley, S.J.
Frank B. Rosenberg
Henry A. Rosenberg, Jr.
John E. Wheeler, Jr.
ARTICLE VI
AUTHORIZED CAPITAL STOCK; VOTING RIGHTS
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The total number of shares of stock of all classes which the
Corporation has authority to issue is ten (10) shares of common stock,
par value of Five Dollars ($5.00) per share (the "Common Stock"). The
aggregate par value of all shares of all classes is Fifty Dollars
($50.00).
The following is a description of the voting powers, limitations as
to dividends and qualifications of the Common Stock of the Corporation.
(a) Each share of Common Stock shall have one vote, and
the exclusive voting power for all purposes shall be
vested in the holders of the Common Stock;
(b) Dividends may be paid on the Common Stock of the
Corporation at such time and in such amounts as the
Board of Directors may deem advisable; and
(c) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, the holders of the Common Stock shall be
entitled to share ratably in the remaining net assets
of the Corporation.
ARTICLE VII
LIMITATION ON PREEMPTIVE RIGHTS
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No stockholder shall have any preferential or preemptive right to
acquire additional shares of stock of any class, except to the extent
that, and on such terms as, the Board of Directors may from time to time
determine.
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ARTICLE VIII
CERTAIN RIGHTS AND POWERS
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The following provisions are hereby adopted for the purposes of
describing the rights and powers of the Corporation and of the Directors
and stockholders:
(a) The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time
of shares of stock of any class, whether now or
hereafter authorized and securities convertible into
shares of its stock of any class whether now or
hereafter authorized for such consideration as said
Board of Directors may deem advisable, subject to
such limitations and restrictions, if any, as may be
set forth in the Bylaws of the Corporation.
(b) The Board of Directors of the Corporation may
classify or reclassify any unissued shares by fixing
or altering in any one or more respects, from time to
time before issuance of such shares, the preferences,
rights, voting powers, restrictions and
qualifications of, the dividends on, the times and
prices of redemption of, and the conversion rights
of, such shares.
(c) The Corporation reserves the right to amend its
Charter so that such amendment may alter the contract
rights, as expressly set forth in the Charter, of any
outstanding stock, and any objecting stockholder
whose rights may or shall be thereby substantially
adversely affected shall not be entitled to demand
and receive payment of the fair value of his stock.
(d) The Board of Directors shall have power from time to
time and in its sole discretion to determine in
accordance with sound accounting practice, what
constitutes annual or other net profits, earnings,
surplus, or net assets in excess of capital; to fix
and vary from time to time the amount to be reserved
as working capital, or determine that retained
earnings or surplus shall remain in the hands of the
Corporation; to set apart out of any funds of the
Corporation such reserve or reserves in such amount
or amounts and for such proper purpose or purposes as
it shall determine and to abolish any such reserve or
any part thereof; to distribute and pay distributions
or dividends in stock, cash or other securities or
property, out of surplus or any other funds or
amounts legally available therefor, at such times and
to the stockholders of record on such dates
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as it may, from time to time, determine; and to
determine whether and to what extent and at what times
and places and under what conditions and regulations
the books, accounts and documents of the Corporation,
or any of them, shall be open to the inspection of
stockholders.
(e) No person who is or formerly was a Director or
Officer of the Corporation shall have any liability
to the Corporation or to any stockholder for money
damages in connection with any action, or failure to
act, subsequent to February 18, 1988, in his or her
capacity as a Director or Officer; provided, however,
that nothing contained herein shall restrict or limit
the liability of any person:
(1) to the extent that it is proved that such
person actually received an improper benefit or
profit in money, property or services, for the
amount of the benefit or profit in money,
property or services actually received; or
(2) to the extent that a judgment or other final
adjudication adverse to such person is entered
in a proceeding based on a finding in the
proceeding that such person's action, or
failure to act, was the result of active and
deliberate dishonesty and was material to the
cause of action adjudicated in the proceeding.
Neither the amendment nor repeal of this Article
VIII, Section (e), nor the adoption of any provision
of the Charter inconsistent with this Section (e),
shall affect the liability of any Director or
Officer, or former Director or Officer, with respect
to any act or failure to act which occurred prior to
such amendment, repeal or adoption.
(f) A contract or other transaction between the
Corporation and any of its Directors or between the
Corporation and any other corporation, firm or other
entity in which any of its Directors is a director or
has a material financial interest is not void or
voidable solely because of any one or more of the
following: the common directorship or interest; the
presence of the Director at the meeting of the Board
of Directors which authorizes, approves, or ratifies
the contract or transaction; or the counting of the
vote of the Director for the authorization, approval,
or ratification of the contract or transaction. This
Section (f) applies if:
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(1) the fact of the common directorship or interest
is disclosed or known to: the Board of Directors
and the Board authorizes, approves, or ratifies
the contract or transaction by the affirmative
vote of a majority of disinterested Directors,
even if the disinterested Directors constitute
less than a quorum; or
(2) the stockholders entitled to vote on the
transaction, and the contract or transaction is
authorized, approved, or ratified by a majority
of the votes cast by the stockholders entitled to
vote other than the votes of shares owned of
record or beneficially by the interested Director
or corporation, firm, or other entity; or
(3) the contract or transaction is fair and
reasonable to the Corporation.
Common or interested Directors or the stock owned by
them or by an interested corporation, firm, or other
entity may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or at a
meeting of the stockholders, as the case may be, at
which the contract or transaction is authorized,
approved, or ratified. If a contract or transaction
is not authorized, approved, or ratified in one of the
ways provided for in ARTICLE VIII, Section (f),
clauses (1) or (2), the person asserting the validity
of the contract or transaction bears the burden of
proving that the contract or transaction was fair and
reasonable to the Corporation at the time it was
authorized, approved, or ratified. The procedures in
this Section do not apply to the fixing by the Board
of Directors of reasonable compensation for a
Director, whether as a Director or in any other
capacity.
(g) The Corporation shall indemnify its Directors and
Officers to the full extent permitted by the General
Laws of the State of Maryland now or hereafter in
force, including the advance of related expenses,
upon a determination by the Board of Directors or
independent legal counsel (who may be regular counsel
for the Corporation) made in accordance with
applicable statutory standards; and, upon
authorization by the Board of Directors, may
indemnify other employees or agents up to the same
extent.
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(h) The enumeration and definition of a particular power
of the Board of Directors included in the foregoing is
for descriptive purposes only and shall in no way
limit or restrict the terms of any other clause of
this or any other Article or provision of this
Charter, or in any manner exclude or limit any powers
conferred upon the Board of Directors under the
Maryland General Corporation Law now or hereafter in
force.
CONSENT OF RESIDENT AGENT
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The undersigned hereby consents to be named by Crown Central
Petroleum Corporation as its resident agent in the State of Maryland.
/s/--Andrew Lapayowker
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Andrew Lapayowker
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