Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
FARR INTERNATIONAL, INC.
The undersigned, Allan B. Foy and M. S. Farr, certify that they are the
President and Secretary, respectively, of Farr International, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), and do hereby further certify as follows:
1. The name of the Corporation is Farr International, Inc.
2. The original Certificate of Incorporation of the Corporation was
filed in the Office of the Secretary of State of the State of Delaware on
April 7, 1987.
3. This Restated Certificate of Incorporation was duly adopted by
stockholder written consent in accordance with Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware.
4. The text of the Certificate of Incorporation of the Corporation
as amended hereby is restated to read in its entirety, as follows:
ARTICLE I
The name of the Corporation is Farr Company.
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 229 South State Street in the City of Dover, County of Kent. The
name of its registered agent at that address is United States Corporation
Company.
ARTICLE III
The purpose of the Corporation 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 the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 5,000,000 shares of common stock, par value $.10 per share
(the "Common Stock").
ARTICLE V
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors consisting of not less than six
directors nor more than nine directors, the exact number of directors to be
determined from time to time by resolution adopted by the Board of Directors.
The directors shall be divided into three classes, designated Class I, Class II
and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors. The term of the initial Class I directors shall terminate on the date
of the 1988 annual meeting of stockholders; the term of the initial Class II
directors shall terminate on the date of the 1989 annual meeting of
stockholders; and the term of the initial Class III directors shall terminate on
the date of the 1990 annual meeting of stockholders. At each annual meeting of
stockholders beginning in 1988, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional directors of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his term expires and until his
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death, resignation, retirement, disqualification or removal from office. Any
vacancy on the Board of Directors, howsoever resulting, may be filled by a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy shall hold
office for a term that shall coincide with the term of the class to which such
director shall have been elected.
ARTICLE VI
Any or all of the directors of the Corporation may be removed from office
at any time, but only for cause and only by the affirmative vote of the holders
of a majority of the outstanding shares of the Corporation then entitled to vote
generally in the election of directors, considered for purposes of this Article
VI as one class.
ARTICLE VII
Elections of directors at an annual or special meeting of stockholders
shall be by written ballot unless the Bylaws of the Corporation shall otherwise
provide.
ARTICLE VIII
Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly noticed and called, as provided in the Bylaws
of the Corporation, and may not be taken by a written consent of the
stockholders pursuant to the GCL.
ARTICLE IX
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board of Directors or the President. Special meetings of the stockholders of
the Corporation may not be called by any other person or persons.
ARTICLE X
The affirmative vote of the holders of not less than 80 percent of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
shall be required for the approval or authorization of any "Business
Combination" (as hereinafter defined) of the Corporation with any "Related
Person" (as hereinafter defined); provided, however, that the 80 percent voting
requirement shall not be applicable if:
(1) The Board of Directors of the Corporation by a vote of not less
than 80 percent of the directors then holding office (a) has expressly
approved in advance the acquisition of the outstanding shares of Voting
Stock of the Corporation that caused the Related Person to become a
Related Person or (b) has approved the Business Combination prior to the
Related Person involved in the Business Combination having become a
Related Person;
(2) The Business Combination is solely between the Corporation and
another corporation, one hundred percent of the Voting Stock of which is
owned directly or indirectly by the Corporation; or
(3) The Business Combination is a merger or consolidation and the cash
or fair market value of the property, securities or other consideration to
be received per share by holders of Common Stock of the Corporation in the
Business Combination is not less than the highest per share price (with
appropriate adjustments for recapitalizations and for stock splits, stock
dividends and like distributions) paid by the Related Person in acquiring
any of its holdings of the Corporation's Common Stock.
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For the purposes of this Article:
(i) The term "Business Combination" shall mean (a) any merger or
consolidation of the Corporation or a subsidiary with or into a Related
Person, (b) any sale, lease, exchange, transfer or other disposition,
including without limitation a mortgage or any other security device, of
all or any "Substantial Part" (as hereinafter defined) of the assets
either of the Corporation (including without limitation any voting
securities of a subsidiary) or of a subsidiary to a Related Person, (c)
any merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation, (d) any sale, lease,
exchange, transfer or other disposition of all or any Substantial Part of
all or any Substantial Part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation, (e) the issuance of any
securities (other than by way of pro rata distribution to all
shareholders) of the Corporation or a subsidiary of the Corporation to a
Related Person, (f) the acquisition by the Corporation or a subsidiary of
the Corporation of any securities of a Related Person, (g) any
recapitalization that would have the effect of increasing the voting power
of a Related Person and (h) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Combination.
(ii) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with
its "Affiliates" and "Associates" (as defined on April 1, 1985 in Rule
12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as
defined on April 1, 1985 in Rule 13d-3 under the Securities Exchange Act
of 1934) in the aggregate 10 percent or more of the outstanding Voting
Stock of the Corporation, and any Affiliate or Associate of any
individual, corporation, partnership or other person or entity.
(iii) The term "Substantial Part" shall mean more than 10 percent of
the book value of the total assets of the company in question as of the
end of its most recent fiscal year ending prior to the time the
determination is being made.
(iv) Without limitation, any shares of Common Stock of the Corporation
that any Related Person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, shall be deemed beneficially owned by the Related Person.
(v) For the purposes of subparagraph (3) of this Article, the term
"other consideration to be received" shall include, without limitation,
Common Stock of the Corporation retained by its existing public
shareholders in the event of a Business Combination in which the
Corporation is the surviving corporation.
(vi) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation or another corporation entitled to vote
generally in the election of directors and each reference to a proportion
of shares of Voting Stock shall refer to such proportion of the votes
entitled to be cast by such shares.
ARTICLE XI
The provisions set forth in this Article XI and in Articles VI, VIII, IX,
X and XIV herein may not be repealed or amended in any respect, unless such
action is approved by the affirmative vote of the holders of not less than 80
percent of the outstanding shares of Voting Stock (as defined in Article X) of
the Corporation.
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ARTICLE XII
The officers of the Corporation shall be chosen in such a manner, shall
hold their offices for such terms and shall carry out such duties as are
determined by the Board of Directors, subject to the right of the Board of
Directors to remove any officer or officers at any time with or without cause.
ARTICLE XIII
A. The Corporation shall indemnify to the full extent authorized or
permitted by law (as now or hereafter in effect) any person made, or threatened
to be made, a defendant or witness to any action, suit or proceeding (whether
civil or criminal or otherwise) by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation or by reason of
the fact that such director or officer, at the request of the Corporation, is or
was serving any other corporation, partnership, joint venture, employee benefit
plan or other enterprise, in any capacity. Nothing contained herein shall affect
any rights to indemnification to which employees other than directors or
officers may be entitled by law. No amendment or repeal of this Section A of
Article XIII shall apply to or have any effect on any right to indemnification
provided hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.
B. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
GCL, or (iv) for any transaction from which such director derived an improper
personal benefit. No amendment to or repeal of this Section B of this Article
XIII 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 or repeal.
C. In furtherance and not in limitation of the powers conferred by
statute:
(i) the Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of law; and
(ii) the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to
any or all of the foregoing to ensure the payment of such amounts as may
become necessary to effect indemnification as provided therein, or
elsewhere.
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ARTICLE XIV
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, repeal, alter, amend or
rescind the Bylaws of the Corporation. In addition, the Bylaws of the
Corporation may be adopted, repealed, altered, amended, or rescinded by the
affirmative vote of sixty-six and two-thirds percent (66 2/3 %) of the
outstanding stock of the Corporation entitled to vote thereon.
ARTICLE XV
The Corporation reserves the right to repeal, alter, amend, or rescind any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
IN WITNESS WHEREOF, Farr International, Inc. has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by Allan B. Foy, its President, and attested by M. Spencer Farr, its
Secretary, this 29th day of May, 1987.
FARR INTERNATIONAL, INC.
By /s/ Allan B. Foy
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Allan B. Foy
President
ATTEST:
By /s/ M. S. Farr
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M. S. Farr
Secretary
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