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:
(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.
(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.
(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 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 Plan 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.
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 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:
(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.
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.
/s/ PAUL FOLEY
PAUL FOLEY
President
Attest:
/s/ 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.
/s/ 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]
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 Plan 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.
/s/ PAUL FOLEY
PAUL FOLEY
President
Attest:
/s/ J. DONALD McNAMARA
J. DONALD McNAMARA
Secretary
[Corporate Seal]
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 Plan 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.
/s/ PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board
Attest:
/s/ EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
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 Plan 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.
/s/ PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
/s/ EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
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 Plan, par value Ten Cents ($.10)
per share, and twenty million (20,000,000) shares of Preferred Plan,
without par value.
(b) The shares of authorized Common Plan shall be
identical in all respects and have equal rights and
privileges. Without action by the stockholders, such shares of
Common Plan 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 Plan 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 Plan from time to time on
such terms and conditions as it may determine, and to divide
the Preferred Plan 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
Plan 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 Plan, without a vote of the holders of
the Preferred Plan, unless a vote of any such holders is
required pursuant to the certificate or certificates
establishing the series of Preferred Plan.
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:
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.
/s/ EUGENE P. BEARD
EUGENE P. BEARD
Executive Vice President
Attest:
/s/ EDWIN A. KIERNAN
EDWIN A. KIERNAN
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
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 Plan, par value Ten Cents
($.10) per share, and twenty million (20,000,000) shares of Preferred
Plan, without par value.
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] /s/ PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
/s/ CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
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, 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 Plan, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Plan, without par value.
IN WITNESS WHEREOF, I have signed this Certificate this 2nd
day of June, 1995.
/s/ 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 Plan, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Plan, without par value.
IN WITNESS WHEREOF, I have signed this Certificate this 5th day of
June, 1997.
/S/ Nicholas J. Camera
---------------------------
NICHOLAS J. CAMERA
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, the 6th day of June, 1995 and the
5th day of June, 1997 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 five hundred
seventy million (570,000,000) shares, consisting of five hundred fifty million
(550,000,000) shares of Common Plan, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Plan, without par value.
IN WITNESS WHEREOF, I have signed this Certificate this 7th
day of June, 1999.
/S/ Nicholas J. Camera
----------------------------
Nicholas J. Camera
Vice President and Secretary