EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
MUELLER INDUSTRIES, INC.
February 8, 2007
Mueller Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Mueller Industries, Inc.
(the "Corporation"). The Corporation was originally incorporated under the
name MBNR Corporation.
2. The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware
on October 3, 1990. Certificates of Amendment to the original Certificate
of Incorporation were filed on October 23, 1990 and May 8, 1996.
4. Pursuant to Section 245 of the General Corporation Law of
the State of Delaware (the "GCL"), this Restated Certificate of
Incorporation only restates and integrates and does not further amend the
provisions of the Corporation's original Certificate of Incorporation as
heretofore amended or supplemented. There is no discrepancy between the
provisions of the original Certificate of Incorporation as heretofore
amended or supplemented and the provisions of the Restated Certificate of
Incorporation.
5. This Restated Certificate of Incorporation was duly
adopted in accordance with Section 245 of the GCL by resolution of the
Board of Directors of the Corporation at a meeting held on February 8,
2007.
6. The text of the Certificate of Incorporation of the
Corporation as heretofore amended or supplemented is hereby restated to
read in its entirety as follows:
Article I.
The name of the Corporation is MUELLER INDUSTRIES, INC.
Article II.
The Corporation is organized pursuant to the GCL.
Article III.
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the appointed registered agent of the Corporation shall be The Corporation
Trust Company at the address of the Corporation's registered office.
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Article IV.
The purposes for which the Corporation is organized are to act as a holding
company of other firms, companies and corporations and to engage in any
lawful act or activity for which corporations may be organized under the
GCL, and the Corporation shall have all powers necessary to conduct such
businesses and engage in such activities, including, but not limited to,
the powers enumerated in the GCL or any amendment thereto.
Article V.
The total number of shares of stock which the Corporation shall have
authority to issue is 105,000,000; of such shares the number of common
shares which the Corporation shall have authority to issue is 100,000,000,
par value $.01 per share ("Common Stock"), and the number of preferred
shares which the Corporation shall have authority to issue is 5,000,000,
par value $1.00 per share ("Preferred Stock").
A. Common Stock. Subject to the provisions of any series of Preferred
Stock which may at the time be outstanding, the holders of shares of Common
Stock shall be entitled to receive, when and as declared by the Board of
Directors out of any funds legally available for the purpose, such
dividends as may be declared from time to time by the Board of Directors.
In the event of the liquidation of the Corporation, or upon distribution of
its assets, after the payment in full or the setting apart for payment of
such preferential amounts, if any, as the holders of shares of Preferred
Stock at the time outstanding shall be entitled, the remaining assets of
the Corporation available for payment and distribution to shareholders
shall, subject to any participating or similar rights of shares of
Preferred Stock at the time outstanding, be distributed ratably among the
holders of shares of Common Stock at the time outstanding. All shares of
Common Stock shall have equal non-cumulative voting rights, and shall have
no preference, conversion, exchange, preemptive or redemption rights.
B. Preferred Stock. The Board of Directors of the Corporation is hereby
expressly authorized at any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more series, with such
voting powers (subject to Article IX hereof), full or limited, and with
such designations, preferences and relative, participating, optional or
other rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors and the certificate
of designations filed under the GCL setting forth such resolution or
resolutions, including (without limiting the generality thereof) the
following as to each such series:
(i). the designation of such series;
(ii). the dividends, if any, payable with respect to such series,
the rates or basis for determining such dividends, any conditions and dates
upon which such dividends shall be payable, the preferences, if any, of
such dividends over, or the relation of such dividends to, the dividends
payable on Common Stock or other series of Preferred Stock, whether such
dividends shall be non-cumulative or cumulative, and, if cumulative, the
date or dates from which such dividend shall be cumulative;
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(iii). whether shares of Preferred Stock shall be redeemable at the
option of the Board of Directors or the holder, or both, upon the happening
of a specified event and, if redeemable whether for cash, property or
rights, including securities of the Corporation, the time, prices or rates
and any adjustment and other terms and conditions of such redemption;
(iv). the terms and amount of any sinking, retirement or purchase
fund provided for the purchase or redemption of shares of Preferred Stock
of such series;
(v). whether or not shares of Preferred Stock of such series shall
be convertible into or exchangeable for shares of Common Stock or other
series of Preferred Stock, at the option of the Corporation or of the
holder, or both, or upon the happening of a specified event and, if
provision be made for such conversion or exchange, the terms, prices,
rates, adjustments and any other terms and conditions thereof;
(vi.) the extent to which the holders of shares of Preferred Stock
of such series shall be entitled to vote with respect to the election of
Directors or otherwise, including, without limitation, the extent, if any,
to which such holders shall be entitled, voting as a series or as a part of
a class, to elect one or more Directors upon the happening of a specified
event or otherwise;
(vii). the restrictions, if any, on the issue or reissue of shares
of Preferred Stock of such series or any other series;
(viii.) the extent, if any, to which the holders of shares of
Preferred Stock of such series shall be entitled to preemptive rights; and
(ix). the rights of the holders of shares of Preferred Stock of such
series upon the liquidation of the Corporation or any distribution of its
assets.
C. Certificates of Designations. Before the Corporation shall issue any
shares of Preferred Stock of any series, a certificate setting forth the
resolution or resolutions of the Board of Directors, fixing the voting
powers, designations, preferences and rights of such series, the
qualifications, limitations or restrictions thereof, and the number of
shares of Preferred Stock of such series authorized by the Board of
Directors, shall be signed, attested to, filed, and recorded pursuant to
Section 103 of the GCL. Unless otherwise provided in any such resolution
or resolutions, the holders of the series so authorized shall have non-
cumulative voting rights and shall have no conversion, exchange, preemptive
or redemption rights. Unless otherwise provided in any such resolution or
resolutions, the number of shares of Preferred Stock of the series
authorized by such resolutions may be increased (but not above the total
number of shares of Preferred Stock of such series) or decreased (but not
below the number of shares of Preferred Stock of such series then
outstanding) by a certificate setting forth a resolution or resolutions
adopted by the Board of Directors, authorizing such increase or decrease,
signed, attested to, filed, and recorded pursuant to Section 103 of the
GCL. Unless otherwise provided in the resolution or resolutions creating
such series, the number of shares of Preferred Stock specified in any such
decrease shall be restored to the status of authorized but unissued shares
of Preferred Stock (without designation as to series).
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Article VI.
The Corporation shall, to the fullest extent permitted by law and by the
by-laws of the Corporation, indemnify any person made or threatened to be
made a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person, or
such person's testator or intestate is or was an officer, employee or agent
of the Corporation or serves or served any other corporation, partnership,
joint venture, trust or other enterprise as a director, officer, employee,
agent or trustee at the express or implied request of the Corporation.
Article VII.
To the fullest extent permitted by the GCL as the same exists or hereafter
may be amended, a Director of this Corporation shall not be 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 the law, (iii) under Section 174 of
the GCL, or (iv) for any transaction from which the Director derived
improper personal benefit.
Article VIII.
In furtherance of and not in limitation of the powers conferred by the GCL
or any other statute, the Board of Directors is expressly authorized to
make, alter or repeal the by-laws of the Corporation, subject to the right
of the stockholders of the Corporation to alter or repeal any bylaw made by
the Board of Directors.
Article IX.
This Corporation shall not issue non-voting equity securities. This
Article IX is included in this Certificate of Incorporation in compliance
with Section 1123 of the United States Bankruptcy Code, 11 U.S.C. Section
1123, and shall have no further force and effect beyond that required by such
Section and for so long as such Section is in effect and applicable to the
Corporation.
Article X.
The election of Directors of the Corporation need not be by written ballot,
unless the by-laws of the Corporation otherwise provide.
Article XI.
The Corporation hereby elects not to be governed by Section 203 of the GCL.
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IN WITNESS WHEREOF, Mueller Industries, Inc., has caused this Restated
Certificate of Incorporation to be signed by its President and attested by
its Secretary this 8th day of February, 2007, pursuant to Section 103(a) of
the GCL.
MUELLER INDUSTRIES, INC.
By:/s/ Gary C. Wilkerson
Gary C. Wilkerson
Vice President, General Counsel
and Secretary
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