Exhibit 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 245 of the Delaware General Corporation Law
We, PAUL FOLEY, President, and J. DONALD McNAMARA, Secretary
of THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation
existing under the laws of the State of Delaware, do hereby
certify under the seal of the said corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930.
THIRD: The amendments and the restatement of the
Certificate of Incorporation have been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by an affirmative vote
of the holders of a majority of all outstanding shares entitled
to vote at a meeting of shareholders, and by an affirmative vote
of the holders of a majority of all outstanding shares of each
class entitled to vote separately as a class, and the capital of
the Corporation will not be reduced under or by reason of said
amendment.
FOURTH: The text of the Certificate of Incorporation of
said The Interpublic Group of Companies, Inc., as amended, is
hereby restated as further amended by this Certificate, to read
in full, as follows:
ARTICLE 1. The name of this Corporation is THE
INTERPUBLIC GROUP OF COMPANIES, INC.
ARTICLE 2. The registered office of the Corporation is
located at 306 South State Street in the City of Dover, in
the County of Kent, in the State of Delaware. The name of
its registered agent at said address is the UNITED STATES
CORPORATION COMPANY.
ARTICLE 3. The nature of the business of the
Corporation and the objects or purposes to be transacted,
promoted or carried on by it, are:
PAGE
(a) To conduct a general advertising agency,
public relations, sales promotion, product development,
marketing counsel and market research business, to
conduct research in and act as consultant and advisor
in respect to all matters pertaining to advertising,
marketing, merchandising and distribution of services,
products and merchandise of every kind and description,
and generally to transact all other business not
forbidden by law, and to do every act and thing that
may be necessary, proper, convenient or useful for the
carrying on of such business.
(b) To render managerial, administrative and
other services to persons, firms and corporations
engaged in the advertising agency, public relations,
sales promotion, product development, marketing counsel
or market research business.
(c) To manufacture, buy, sell, create, produce,
trade, distribute and otherwise deal in and with motion
pictures, television films, slide films, video tapes,
motion picture scenarios, stage plays, operas, dramas,
ballets, musical comedies, books, animated cartoons,
stories and news announcements, of every nature, kind
and description.
(d) To undertake and transact all kinds of agency
and brokerage business; to act as agent, broker,
attorney in fact, consignee, factor, selling agent,
purchasing agent, exporting or importing agent or
otherwise for any individual or individuals,
association, partnership or corporation; to conduct
manufacturing operations of all kinds; to engage in the
business of distributors, commission merchants,
exporters and importers; to transact a general
mercantile business.
(e) To acquire, hold, use, sell, assign, lease,
grant licenses in respect of, mortgage or otherwise
dispose of letters patent of the United States or any
foreign country, patent rights, licenses and
privileges, inventions, improvements and processes,
copyrights, trademarks and trade names, relating to or
useful in connection with any business of the
Corporation, its subsidiaries and affiliates, or its or
their clients.
PAGE
(f) To purchase, lease, hold, own, use, improve,
sell, convey, mortgage, pledge, exchange, transfer and
otherwise acquire or dispose of and deal in real
property, buildings, structures, works and improvements
wherever situated, and any interests therein, of every
kind, class and description.
(g) To manufacture, purchase, own, use, operate,
improve, maintain, lease, mortgage, pledge, sell or
otherwise acquire or dispose of and deal in machinery,
equipment, fixtures, materials, tools, supplies and
other personal property used in or in connection with
any business of the Corporation, either for cash or for
credit or for property, stocks or bonds or other
consideration as the Board of Directors may determine.
(h) To make loans to any person, partnership,
company or corporation, with or without security.
(i) To acquire by purchase, subscription or
otherwise, and to receive, hold, own, guarantee, sell,
assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the
shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock,
script, warrants, rights, bonds, debentures, notes,
trust receipts, and other securities, obligations,
choses in action and evidences of indebtedness, book
accounts or any other security interest or any other
kind of interest, secured or unsecured, issued or
created by, or belonging to or standing in the name of,
any corporation, joint stock company, syndicate,
association, firm, trust or person, public or private,
or the government of the United States of America, or
any foreign government, or any state, territory,
province, municipality or other political subdivision
or any governmental agency, and as owner thereof to
possess and exercise all of the rights, powers and
privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts
and things necessary or advisable for the preservation,
protection, improvement and enhancement in value
thereof.
(j) To acquire, and pay for in cash, stock or
bonds of the Corporation or otherwise, the goodwill,
rights, assets and property, and to undertake or assume
the whole or any part of the obligations or
liabilities, of any person, firm, association or
corporation.
PAGE
(k) To cause to be formed, merged, consolidated
or reorganized and to promote and aid in any way
permitted by law the formation, merger, consolidation
or reorganization of any corporation.
(l) To borrow or raise moneys for any of the
purposes of the Corporation and, from time to time
without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and
other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment of
any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of
the whole or any part of the property of the
Corporation (including any security interests acquired
by the Corporation to secure obligations owing to the
Corporation), whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of
such bonds or other obligations of the Corporation for
its corporate purposes.
(m) To purchase, hold, sell and transfer the
shares of its own capital stock; provided it shall not
use its funds or property for the purchase of its own
shares of capital stock when such use would cause any
impairment of its capital except as otherwise permitted
by law, and provided further that shares of its own
capital stock belonging to it shall not be voted,
directly and indirectly.
(n) To aid in any manner, any corporation,
association, firm or individual, any of whose
securities, evidences of indebtedness, obligations or
stock are held by the Corporation directly or
indirectly, or in which, or in the welfare of which,
the Corporation shall have any interest, and to
guarantee securities, evidences of indebtedness and
obligations of other persons, firms, associations and
corporations.
(o) To do any and all of the acts and things
herein set forth, as principal, factor, agent,
contractor, or otherwise, either alone or in company
with others; and in general to carry on any other
similar business which is incidental or conducive or
convenient or proper to the attainment of the foregoing
purposes or any of them, and which is not forbidden by
law; and to exercise any and all powers which now or
PAGE
hereafter may be lawful for the Corporation to exercise
under the laws of the State of Delaware; to establish
and maintain offices and agencies within and anywhere
outside of the State of Delaware; and to exercise all
or any of its corporate powers and rights in the State
of Delaware and in any and all other States,
territories, districts, colonies, possessions or
dependencies of the United States of America and in any
foreign countries.
The objects and purposes specified in the foregoing
clauses shall be construed as both purposes and powers and
shall, except where otherwise expressed, be in nowise
limited or restricted by reference to, or inference from,
the terms of any other clause in this Certificate of
Incorporation, but shall be regarded as independent objects
and purposes.
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Four
Million (4,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
Without action by the stockholders, such shares may be
issued by the Corporation from time to time for such
consideration as may be fixed by the Board of Directors,
provided that such consideration shall be not less than par
value. Any and all shares so issued, the full consideration
for which has been paid or delivered shall be deemed fully
paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not
be liable for any further payment thereon. No holder of
shares shall be entitled as a matter of right, preemptive or
otherwise, to subscribe for, purchase or receive any shares
of the stock of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such
stock or securities convertible into or exchangeable for
such stock, or any shares held in the treasury of the
Corporation.
ARTICLE 5. The Corporation is to have perpetual
existence.
ARTICLE 6. The private property of the stockholders
shall not be subject to the payment of corporate debts to
any extent whatever.
ARTICLE 7. The number of directors which shall
constitute the whole board shall be fixed from time to time
by the stockholders or the Board of Directors, but in no
case shall the number be less than three.
PAGE
ARTICLE 8. In addition to the powers and authority
expressly conferred upon them by statute and by this
certificate, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this
Certificate of Incorporation, and to the By-Laws of the
Corporation.
ARTICLE 9. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To make, alter, amend and rescind the By-Laws
of this Corporation, without any action on the part of
the stockholders except as may be otherwise provided in
the By-Laws.
(b) To fix and vary from time to time the amount
to be maintained as surplus, the amount to be reserved
as working capital and the amount to be reserved for
other lawful purposes.
(c) To fix the times for the declaration and
payment of dividends and the amount thereof, subject to
the provisions of Article 4 hereof.
(d) To borrow or raise moneys for any of the
purposes of the Corporation, to authorize and cause to
be executed mortgages and liens without limit as to
amount on the real and personal property of this
Corporation or any part thereof, and to authorize the
guaranty by the Corporation of securities, evidences of
indebtedness and obligations of other persons, firms,
associations and corporations.
(e) To sell, lease, exchange assign, transfer,
convey or otherwise dispose of part of the property,
assets and effects of this Corporation, less than
substantially the whole thereof, on such terms and
conditions as it shall deem advisable, without the
assent of the stockholders.
(f) Pursuant to the affirmative vote of the
holders of a majority of the capital stock issued and
outstanding and entitled to vote thereon, to sell,
lease, exchange, assign, transfer and convey or
otherwise dispose of the whole or substantially the
whole of the property, assets, effects and goodwill, of
PAGE
this Corporation, including the corporate franchise,
upon such terms and conditions as the Board of
Directors shall deem expedient and for the best
interests of this Corporation.
(g) To determine from time to time whether and to
what extent and at what time and place and under what
conditions and regulations the accounts and books of
this Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder
shall have any right to inspect any account, book or
document of this Corporation except as conferred by the
laws of the State of Delaware or the By-Laws or as
authorized by resolution of the stockholders or Board
of Directors.
(h) To designate by resolution or resolutions one
or more committees, such committees to consist of two
or more directors each, which to the extent provided in
said resolution or resolutions or in the By-Laws shall
have and may exercise (except when the Board of
Directors shall be in session) all or any of the powers
of the Board of Directors in the management of the
business and affairs of the Corporation, and have power
to authorize the seal of this Corporation to be affixed
to all papers which may require it.
Whether or not herein specifically enumerated, all powers of
this Corporation, in so far as the same may be lawfully vested in
the Board of Directors, are hereby conferred upon the Board of
Directors. This Corporation may in its By-Laws confer powers
upon its directors in addition to those granted by this
certificate and in addition to the powers and authority expressly
conferred upon them by statute.
ARTICLE 10. No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation,
partnership, association or other organization in which one
or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the
director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because
his or their votes are counted for such purpose, if:
PAGE
(a) The material facts as to his interest and as
to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and
the board or committee in good faith authorizes the
contract or transaction by a vote sufficient for such
purpose without counting the vote of the interested
director or directors; or
(b) The material facts as to his interest and as
to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified by the Board of Directors, a committee
thereof, or the stockholders.
Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or
transaction.
ARTICLE 11. No person shall be liable to the
Corporation for any loss or damage suffered by it on account
of any action taken or omitted to be taken by him as a
director or officer of the Corporation in good faith, if
such person (a) exercised or used the same degree of
diligence, care and skill as an ordinarily prudent man would
have exercised or used under the circumstances in the
conduct of his own affairs, or (b) took, or omitted to take,
such action in reliance in good faith upon advice of counsel
for the Corporation, or upon the books of account or other
records of the Corporation, or upon reports made to the
Corporation by any of its officers or by an independent
certified public accountant or by an appraiser selected with
reasonable care by the Board of Directors or by any
committee designated by the Board of Directors.
ARTICLE 12. The Corporation 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 statute, and all rights conferred
upon stockholders herein are granted subject to this
reservation.
PAGE
IN WITNESS WHEREOF, we have signed this certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 6th day of May, 1974.
PAUL FOLEY
PAUL FOLEY
President
Attest:
J. DONALD McNAMARA
J. DONALD McNAMARA
Secretary
[Corporate Seal]
STATE OF NEW YORK }
}ss.:
COUNTY OF NEW YORK}
BE IT REMEMBERED that on this 6th day of May, 1974,
personally came before me MONROE S. SINGER, a Notary Public in
and for the County and State aforesaid, PAUL FOLEY, party to the
foregoing certificate, known to me personally to be such, and
duly acknowledged the said certificate to be his act and deed,
and that the facts therein stated are true.
GIVEN under my hand and seal of office the day and year
aforesaid.
MONROE S. SINGER
MONROE S. SINGER
Notary Public
MONROE S. SINGER
Notary Public, State of New York
No. 31-9023080
Qualified in New York County
Commission Expires March 30, 1979
[Notarial Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PAUL FOLEY, President, and J. DONALD McNAMARA, Secretary
of The Interpublic Group of Companies, Inc., a corporation
existing under the laws of the State of Delaware, do hereby
certify under the seal of the said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation is hereby amended by striking out
the whole thereof as it now exists and inserting in lieu and
stead thereof a new first sentence, reading in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Eight
Million (8,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 12th day of May, 1976.
PAUL FOLEY
PAUL FOLEY
President
Attest:
J. DONALD McNAMARA
J. DONALD McNAMARA
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board, and EDWIN
A. KIERNAN, Jr., Secretary, of The Interpublic Group of
Companies, Inc., a corporation existing under the laws of the
State of Delaware, do hereby certify under the seal of the said
Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by a Certificate of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation, as amended, is hereby further
amended by striking out the whole thereof as it now exists and
inserting in lieu and stead thereof a new first sentence, reading
in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is
Sixteen Million (16,000,000) shares, all of which shall be
Common Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 17th day of May, 1983.
PAGE
PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board and
President, and EDWIN A. KIERNAN, Jr., Secretary, of The
Interpublic Group of Companies, Inc., a corporation existing
under the laws of the State of Delaware, do hereby certify under
the seal of the said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976 and on the 17th day of May,
1983, respectively.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Sections 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation, as amended, is hereby further
amended by striking out the whole thereof as it now exists and
inserting in lieu and stead thereof a new first sentence, reading
in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Fifty
Million (50,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 20th day of May, 1986.
PAGE
PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, EUGENE P. BEARD, Executive Vice President, and EDWIN A.
KIERNAN, JR., Secretary, of The Interpublic Group of Companies,
Inc., a corporation existing under the laws of the State of
Delaware, do hereby certify under the seal of the said
Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976, on the 17th day of May,
1983 and on the 20th day of May, 1986, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4 of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4, reading in full as follows:
ARTICLE 4: (a) The total number of shares of all
classes of stock which the Company shall have the authority
to issue is ninety-five million (95,000,000) shares
consisting of seventy-five million (75,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Stock,
without par value.
PAGE
(b) The shares of authorized Common Stock shall
be identical in all respects and have equal rights and
privileges. Without action by the stockholders, such
shares of Common Stock may be issued by the Company
from time to time for such consideration as may be
fixed by the Board of Directors, provided that such
consideration shall not be less than par value. Any
and all shares so issued, the full consideration for
which has been paid or delivered shall be deemed fully
paid stock and shall not be liable to any further call
or assessment thereon, and the holders of such shares
shall not be liable for any further payment thereon.
No holder of shares of Common Stock shall be entitled
as a matter of right, preemptive or otherwise, to
subscribe for, purchase or receive any shares of the
stock of the Company of any class, now or hereafter
authorized, or any options or warrants for such stock
or securities convertible into or exchangeable for such
stock, or any shares held in the treasury of the
Company.
(c) The Board of Directors shall have the
authority to issue the shares of Preferred Stock from
time to time on such terms and conditions as it may
determine, and to divide the Preferred Stock into one
or more classes or series and in connection with the
creation of any such class or series to fix by the
resolution or resolutions providing for the issue of
shares thereof the designations, powers, preferences
and relative, participating, optional, or other special
rights of such class or series, and the qualifications,
limitations, or restrictions thereof, to the full
extent now or hereafter permitted by law. The number
of authorized shares of Preferred Stock may be
increased or decreased (but not below the number then
outstanding) by the affirmative vote of the holders of
a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, unless a vote of any
such holders is required pursuant to the certificate or
certificates establishing the series of Preferred
Stock.
FIFTH: The existing Article 12 of the Restated Certificate
of Incorporation is hereby renumbered as Article 13.
SIXTH: The Restated Certificate of Incorporation, as
amended, is hereby further amended by inserting a new Article 12,
reading in full as follows:
PAGE
Article 12. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (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)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the
stockholders 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 Delaware General Corporation Law, as
so amended. Any repeal or modification of this Article 12
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 19th day of May, 1988.
EUGENE P. BEARD
EUGENE P. BEARD
Executive Vice President
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board and
President, and CHRISTOPHER RUDGE, Secretary, of The Interpublic
Group of Companies, Inc., a corporation existing under the laws
of the State of Delaware, do hereby certify under the seal of the
said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 and was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976, the 17th day of May, 1983,
the 20th of May, 1986, and the 25th of May, 1988, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
ARTICLE 4(a) The total number of shares of all classes
of stock which the Corporation shall have the authority to
issue is one hundred twenty million (120,000,000) shares,
consisting of one hundred million (100,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Stock,
without par value.
PAGE
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 19th day of May, 1992.
[Corporate Seal] PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
I, Christopher Rudge, Senior Vice President and
Secretary of The Interpublic Group of Companies, Inc., a
corporation existing under the laws of the State of Delaware, do
hereby certify as follows:
FIRST: The name of the Corporation is The Interpublic
Group of Companies, Inc. The name under which it was formed was
"McCANN-ERICKSON INCORPORATED."
SECOND: The Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover,
Delaware, on the 18th day of September, 1930. A Restated
Certificate of Incorporation was filed with the Secretary of
State, Dover, Delaware, on the 9th day of May, 1974 and was
subsequently amended by Certificates of Amendment of the Restated
Certificate of Incorporation filed with the Secretary of State,
Dover, Delaware, on the 13th day of May, 1976, the 17th day of
May, 1983, the 20th of May, 1986, the 25th of May, 1988 and the
19th of May, 1992, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
Article 4(a): The total number of shares of all
classes of stock which the Corporation shall have the authority
to issue is one hundred seventy million (170,000,000) shares,
consisting of one hundred fifty million (150,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and twenty
million (20,000,000) shares of Preferred Stock, without par
value.
IN WITNESS WHEREOF, I have signed this Certificate this
2nd day of June, 1995.
CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
Senior Vice President and
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
I, Nicholas J. Camera, Vice President and Secretary of The
Interpublic Group of Companies, Inc., a corporation existing
under the laws of the State of Delaware, do hereby certify as
follows:
FIRST: The name of the Corporation is The Interpublic
Group of Companies, Inc. The name under which it was formed was
"McCann-Erickson Incorporated."
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 and was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware, on the 13th day of May, 1976, the 17th day of May,
1983, the 20th day of May, 1986, the 25th day of May, 1988, the
19th day of May, 1992 and the 6th day of June, 1995,
respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
Article 4(a): The total number of shares of all classes of
stock which the Corporation shall have the authority to issue is
two hundred forty-five million (245,000,000) shares, consisting
of two hundred twenty-five million (225,000,000) shares of Common
Stock, par value Ten Cents ($.10) per share, and twenty million
(20,000,000) shares of Preferred Stock, without par value.
IN WITNESS WHEREOF, I have signed this Certificate this 5th
day of June, 1997.
NICHOLAS J. CAMERA
Vice President and Secretary