PAGE
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF SELECTIVE INSURANCE GROUP, INC.
Pursuant to N.J.S.A. 14A:7-15.1, Selective Insurance Group, Inc., a New
Jersey corporation, under its seal and the hands of its Chairman of the
Board and Secretary does hereby certify as follows:
FIRST: The name of the corporation is SELECTIVE INSURANCE GROUP, INC.
(the "Corporation").
SECOND: On October 28, 1997, the Board of Directors of the Corporation duly
adopted, pursuant to N.J.S.A. 14A:7-15.1, resolutions approving (i) a
division of the outstanding shares of common stock of the Corporation, par
value #2.00 per share ("Common Stock"), and (ii) an amendment to the
Restated Certificate of Incorporation of the Corporation (the "Amendment")
in connection with said share division to increase the number of authorized
shares of Common Stock.
THIRD: The Amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series and will not result
in the percentage of authorized shares that remains unissued after the share
division exceeding the percentage of authorized shares that were unissued
before the share division.
FOURTH: The class or series and number of shares thereof subject tot he
share division shall be the number of shares of Common Stock outstanding as
of the close of business on November 17, 1997, and the distribution shall
take place on December 1, 1997, the effective date of the share division
and the Amendment (the "Effective Date"). Said shares shall be divided so
that each holder of record of Common Stock as of the close of business on
November 17, 1997, shall be entitled to receive one additional share of
newly-issued Common Stock for every share of outstanding Common Stock held
by such holder.
FIFTH: In connection with the share division, the first sentence or Article
FOURTH of the Restated Certificate of Incorporation is amended as of the
Effective Date to read as follows:
"FOURTH: The total authorized capital shares of
the corporation shall be divided into two classes
and shall consist of one hundred eighty million
(180,000,000) shares of common stock having a par
value of $2.00 per share (herein called common
stock') and five million (5,000,000) shares of
preferred stock without par value (herein called
preferred stock')."
All other provisions of said Article FOURTH shall remain unchanged.
PAGE
SIXTH: The Effective Date of the share division and of the Amendment shall
be December 1, 1997.
IN WITNESS WHEREOF, SELECTIVE INSURANCE GROUP, INC. has made this
Certificate under its seal and the hands of its Chairman of the Board and
Secretary, this 31st day of October, 1997.
SELECTIVE INSURANCE GROUP, INC.
By:/s/ James S. Entringer
---------------------------
James W. Entringer
Chairman of the Board
- -------------------------------------
Attest:
/s/ Susan R. Perretta
- -------------------------------------
Susan R. Perretta
Secretary
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- NOV 6,1989
of JANE BURGIO
---- Secretary of State
RESTATED CERTIFICATE OF INCORPORATION
----------------------------------------
of
----
SELECTIVE INSURANCE GROUP, INC.
-----------------------------------
(Pursuant to Title 14A:7-2(2) of the
New Jersey Business Corporation Act)
_____________________________________________________________________
It is hereby certified that:
1. The name of the corporation is Selective Insurance Group, Inc.
(the "Corporation"); and
2. The Restated Certificate of Incorporation of the Corporation, as
amended (the "Certificate of Incorporation") is hereby amended so that the
designation and number of shares of the class and series acted upon in the
following resolution, and the relative rights, preferences and limitations of
such class and series. are as stated in such resolution.
3. The following resolution was duly adopted by the Board of
Directors of the Corporation as required by Subsection 14A:7-2(2) of the New
Jersey Business Corporation Act at a meeting duly called and held on November
3, 1989:
RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of this Corporation (the "Board of
Directors") in accordance with the provisions of the Certificate of
Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, without par value, of the Corporation ("Preferred
Stock") and hereby states the designation and number of shares, and
fixes the relative rights, preferences, and limitations thereof (in
addition to the provisions set forth in the Certificate of
Incorporation, which are applicable to the Preferred Stock of all
classes and series) as follows:
Series A Junior Preferred Stock:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting
the Series A Preferred Stock shall be 300,000. Such number of
shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than the number
of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred
Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends,
the holders of shares of Series A Preferred Stock, in preference to
the holders of Common Stock, par value $2 per share, of the
Corporation (the "Common Stock"), and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares
of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of
a share of Series A Preferred Stock. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a sub-division or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to
which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of
this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1 per
share on the Series A Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Preferred Stock
in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive Payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to
the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of
the stockholders of the Corporation, and each fractional share of
Series A Preferred Stock shall have an equivalent fractional vote
on all matters submitted to a vote of the stockholders of the
Corporation.
(B) Except as otherwise provided herein, in any other
Certificate of Amendment creating a series of Preferred Stock or
any similar stock, or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any
other capital stock of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by
law or the Certificate of Incorporation, holders of Series A
Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein)
for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions,
on any shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series
A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all
such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except
in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could,
under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of
Amendment creating a series of Preferred Stock or any similar stock
or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock
shall have received $100 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of
shares of Series A Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to lOO times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or
(2) to the holders of shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity stock
in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding
up. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in
each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such
event under the proviso in clause (1) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred
Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets,
junior to all series of any other class of the Corporation's
Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
twothirds of the outstanding shares of Series A Preferred Stock,
votinq toqether as a single class.
IN WITNESS WHEREOF, this Certificate of Amendment is executed on
behalf of the Corporation by its Chairman of the Board and attested by its
Secretary this 3rd day of November, 1989.
SELECTIVE INSURANCE GROUP, INC.
Frederick H. Jarvis
By: ______________________
Name: Frederick H. Jarvis
Attest: -----------------------
Chairman of the Board,
Title: President and Chief
Thornton R. Land Executive officer
By: ___________________ -----------------------
Name: Thornton R. Land
Title: Secretary
PAGE
(X) TITLE 14A:1-6(5) New Jersey Business Corporation Act
( ) TITLE 15A:1-7(e) New Jersey Nonprofit Corporation Act
CERTIFICATE OF CORRECTION FILED
---------------------------- SEP 13 1989
OF JANE BURGIO
---- Secretary of State
SELECTIVE INSURANCE GROUP, INC.
---------------------------------
The Undersigned, hereby submits for filing, a Certificate of Correction,
executed in behalf of the above named Corporation, pursuant to the provisions
of the appropriate Statute, checked above, of the New Jersey Statutes.
1. The Certificate to be corrected is:
Certificate of Amendment to
the Restated Certificate of
Incorporation of Selective
Insurance Group, Inc. August 23, 1989
-------------------
Date Filed
2. The inaccuracy in the Certificate is:
Paragraph FOURTH was drawn and based upon an inaccurate excerpt of the
resolution of the Company and should have specified that the division of
the Company shares, effective September 1, 1989, would be distributed to
stockholders of record at the close of business on August 15, 1989.
3. The Certificate of Correction hereby reads as follows:
Paragraph FOURTH of the Certificate of Amendment to the Restated
Certificate of Incorporation of Selective Insurance Group, Inc. is
amended to read as follows:
FOURTH: The class or series and number of shares thereof subject to the
share division shall be the number of shares of Common Stock outstanding
as of the close of business on August 15, 1989, and the distribution
shall take place on September 1, 1989, the effective date of the share
division and the Amendment (the "Effective Date"). Said shares shall be
divided so that each holder of record of Common Stock as of the close of
business on August 15, 1989 shall be entitled to receive one additional
share of newly-issued Common Stock for every two shares of outstanding
Common Stock held by such holder.
(All other paragraphs and provisions of the Certificate of Amendment to the
Restated Certificate of Incorporation of Selective Insurance Group, Inc.
remain unchanged).
Thorton R. Land
Signature:________________________
Name: Thorton R. Land
-------------------------
Senior Vice President
Title: General Counsel & Secretary
-------------------------
DATE: September 11, 1989
-------------------------
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- Aug 23,1989
of JANE BURGIO
---- Secretary of State
RESTATED CERTIFICATE OF INCORPORATION
----------------------------------------
of
----
SELECTIVE INSURANCE GROUP, INC.
-----------------------------------
Pursuant to N.J.S.A. 14A:7-15.1, Selective Insurance Group, Inc., a New
Jersey corporation, under its seal and the hands of its Chairman of the Board
and Secretary does hereby certify as follows:
FIRST: The name of the corporation is SELECTIVE INSURANCE GROUP, INC. (the
"Corporation").
SECOND: On July 28, 1989, the Board of Directors of the Corporation duly
adopted, pursuant to N.J.S.A. 14A:7-15.1, resolutions approving (i) a
division of the outstanding shares of common stock of the Corporation, par
value $2.00 per share ("Common Stock"), and (ii) an amendment to the Restated
Certificate of Incorporation of the Corporation (the "Amendment") in
connection with said share division to increase the number of authorized
shares of Common Stock.
THIRD: The Amendment will not adversely affect the rights or preferences of
the holders of outstanding shares of any class or series and will not result
in the percentage of authorized shares that remains unissued after the share
division exceeding the percentage of authorized shares that were unissued
before the share division.
FOURTH: The class or series and number of shares thereof subject to the
share division shall be the number of shares of Common Stock outstanding as
of the close of business on September 1, 1989, the effective date of the
share division and the Amendment (the "Effective Date"). Said shares shall be
divided so that each holder of record of Common Stock as of the close of
business on the Effective Date shall be entitled to receive one additional
share of newly-issued Common Stock for every two shares of outstanding Common
Stock held by such holder as of the close of business on the Effective Date.
FIFTH: In connection with the share division, the first sentence of Article
FOURTH of the Restated Certificate of Incorporation of the Corporation is
amended as of the Effective Date to read as follows:
"FOURTH: The total authorized capital shares of the corporation shall
be divided into two classes and shall consist of ninety million
(90,000,OOO) shares of common stock having a par value of $2.00 per
share (herein called common stock') and five million (5,00O,OOO)
shares of preferred stock without par value (herein called preferred
stock')."
All other provisions of said Article FOURTH shall remain unchanged.
SIXTH: The Effective Date of the share division and of the Amendment shall
be September 1, 1989.
IN WITNESS WHEREOF, SELECTIVE INSURANCE GROUP, INC. has made this Certificate
under its seal and the hands of its Chairman of the Board and Secretary, this
22nd day of August, 1989.
SELECTIVE INSURANCE GROUP, INC.
Frederick H. Jarvis
By:___________________________
Frederick H. Jarvis
Chairman of the Board
Attest:
Thornton R. Land
_____________________________
Thornton R. Land, Secretary
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- JUNE 30,1987
of JANE BURGIO
---- Secretary of State
RESTATED CERTIFICATE OF INCORPORATION
----------------------------------------
of
----
SELECTIVE INSURANCE GROUP, INC.
-----------------------------------
Pursuant to N.J.S. 14A:9-4, Selective Insurance Group, Inc., a New
Jersey corporation, under its seal and the hands of its Chairman of the Board
and Secretary does hereby certify as follows:
FIRST: The name of the corporation is SELECTIVE INSURANCE GROUP, INC.
SECOND: On February 6, 1987, the Board of Directors of Selective Insurance
Group, Inc. duly adopted a resolution declaring it advisable that the
Restated Certificate of Incorporation of Selective Insurance Group, Inc. be
amended by amending the first sentence of Article FOURTH of the Restated
Certificate of Incorporation and by adding Articles SEVENTH, EIGHTH AND NINTH
as follows:
FOURTH: The total authorized capital shares of the corporation shall be
divided into two classes and shall consist of sixty million (60,000,000)
shares of common stock having a par value of $2.OO per share (herein called
"Common Stock") and five million (5,0OO,OOO) shares of preferred stock
without par value (herein called "Preferred Stock").
SEVENTH: (a) Vote Required for Business Combinations.
(1) Higher Vote for Business Combinations. In addition to any
affirmative vote required by law or this Restated Certificate of
Incorporation, and except as otherwise expressly provided in Section (b) of
this Article SEVENTH, any Business Combination (as hereinafter defined) shall
require the affirmative vote of the holders of at least 66 2/3% of the voting
power of all of the then outstanding shares of capital stock of the
corporation entitled to vote generally for the election of directors (the
"Voting Stock"), voting together as a single class (it being understood that
for purposes of this Article SEVENTH, each share of the Voting Stock shall
have the number of votes granted to it pursuant to Article FOURTH of this
Restated Certificate of Incorporation). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.
(2) Definition of "Business Combination". The term "Business
Combination" as used in this Article SEVENTH shall mean any transaction which
is referred to in any one or more of the following clauses (I) through (v):
(I) any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested
Stockholder (as hereinafter defined) or (b) any other corporation
or person (whether or not itself an Interested Stockholder) which
is, or after such merger or consolidation would be, an Affiliate
(as hereinafter defined) of any Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions)
to or with, or proposed by or on behalf of, any Interested
Stockholder or any Affiliate of any Interested Stockholder of any
assets of the corporation or any Subsidiary having an aggregate
Fair Market Value (as hereinafter defined) constituting not less
than 10% of the total assets of the corporation as reported in the
consolidated balance sheet of the corporation as of the end of the
most recent quarter with respect to which such balance sheet has
been prepared; or
(iii) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the corporation or any Subsidiary in exchange for
cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value constituting not less than
10% of the total assets of the corporation as reported in the
consolidated balance sheet of the corporation as of the end of the
most recent quarter with respect to which such balance sheet has
been prepared, to, or proposed by or on behalf of, any Interested
Stockholder or any Affiliate of any Interested Stockholder; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of an
Interested Stockholder or any affiliate of any Interested
Stockholder; or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger
or consolidation of the corporation with any of its Subsidiaries or
any other transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect, directly
or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities
of the corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or any Affiliate of
any Interested Stockholder.
(b) When Higher Vote is Not Required. The provisions of Section (a) of
this Article SEVENTH shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law and any other provision of
this Restated Certificate of Incorporation, if all of the conditions
specified in either of the following paragraphs (l) or (2) are met:
(l) Approval by Continuing Directors. The Business Combination shall have
been approved by a majority of the total number of the Continuing Directors
(as hereinafter defined), it being understood that this condition shall not
be capable of satisfaction unless there is at least one continuing Director.
(2) Price, Form of Consideration and Procedural Requirements. All of the
following conditions shall have been met:
(I) The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination (the "Consummation
Date") of consideration other than cash to be received per share by holders
of shares of Common Stock of the corporation in such Business Combination
shall be at least equal to the sum of:
a. The greater of (l) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested Stockholder for any shares of
Common stock acquired or beneficially owned by it that were
acquired within the two-year period immediately prior to the first
public announcement of the proposal of the Business Combination
(the "Announcement Date") or in the transaction in which it became
an Interested Stockholder, whichever is higher, or (2) the Fair
Market Value per share of the Common Stock on the day after the
Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is
referred to in this Article SEVENTH as the "Determination Date"),
whichever is higher; and
b. Interest on the per share price calculated at the rate for
90-day United States Treasury obligations in effect on the
Determination Date, compounded annually from that date until the
Consummation Date, less the per share amount of cash dividends
payable to holders of record on record dates occurring in the
interim, up to the amount of such interest.
(ii) The aggregate amount of the cash and the Fair Market Value as of
the Consummation Date of consideration other than cash to be received
per share by holders of shares of any class of outstanding Voting Stock,
other than Common Stock, in such Business Combination shall be at least
equal to the sum of the following, unless such Business Combination is
one in which the corporation is to become the surviving entity and such
class of outstanding Voting Stock is to remain outstanding without any
change in its rights, preferences and limitations, in which case such
aggregate amount shall be at least equal to the sum of (x) the higher of
the amounts set forth in subparagraphs (a)(l) and (a)(3) below and (y)
the amount set forth in subparagraph (b) below (it being intended that
the requirements of this paragraph (2)(ii) shall be required to be met
with respect to every such class of outstanding Voting Stock whether or
not the Interested Stockholder has previously acquired any shares of a
particular class of Voting stock):
a. The greatest of (1) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Stockholder for
any shares of such class of Voting Stock acquired or beneficially
owned by it that were acquired within the two-year period
immediately prior to the Announcement Date or in the transaction in
which it became an Interested Stockholder, whichever is higher, (2)
(if applicable) the highest preferential amount per share to which
the holders of shares of such class of Voting Stock are entitled in
the event of any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, or (3) the Fair Market Value per
share of such class of Voting Stock on the day after the
Announcement Date or on the Determination Date, whichever is
higher; and
b. Interest on the per share price calculated at the rate of
9O-day United States Treasury obligations in effect on the
Determination Date, compounded annually from that date until the
Consummation Date, less the per share amount of cash dividends
payable on such class to holders of record on record dates
occurring in the interim, up to the amount of such interest.
(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in
cash or in the same form as the Interested Stockholder has previously
paid for shares of such class of Voting Stock. If the Interested
Stockholder has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration for such class
of Voting Stock shall be either cash or the form used to acquire the
largest number of shares of such class of Voting Stock previously
acquired by it.
(iv) The holders of all outstanding shares of Voting Stock not
beneficially owned by the Interested Stockholder immediately prior to
the consummation of any Business Combination shall be entitled to
receive in such Business Combination cash or other consideration for
their shares meeting all of the terms and conditions of this paragraph
(2) (provided, however, that the failure of any stockholders
who are exercising their statutory rights to dissent from such Business
Combination and receive payment of the fair value of their shares to
exchange their shares in such Business Combination shall not be deemed
to have prevented the condition set forth in this subparagraph (2)(iv)
from being satisfied).
(v) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:
(a) except as approved by a majority of the total number of Continuing
Directors, there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether or not
cumulative) on the outstanding Preferred Stock of the corporation, if
any; (b) there shall have been (l) no reduction in the annual rate of
dividends paid on the shares of Common Stock (except as necessary to
reflect any subdivision of the shares of Common Stock) except as
approved by a majority of the total number of Continuing Directors, and
(2) an increase in such annual rate of dividends as necessary to
reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has
the effect of reducing the number of outstanding shares of Common Stock,
unless the failure so to increase such annual rate is approved by a
majority of the total number of continuing Directors; and (c) such
Interested Stockholder shall not have become the beneficial owner of any
additional shares of Voting Stock except as part of the transaction
which results in such Interested Stockholder becoming an Interested
Stockholder.
(vi) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided
by the corporation, whether in anticipation of or in connection with
such Business Combination or otherwise.
(vii) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such Act,
rules or regulations) shall be mailed to public stockholders of the
corporation at least 30 days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).
Such proxy or information statement shall contain, if a majority of the
total number of Continuing Directors so requests, an opinion of a
reputable investment banking firm (which firm shall be selected by a
majority of the total number of Continuing Directors, furnished with all
information it reasonably requests, and paid a reasonable fee for its
services by the corporation upon the corporation's receipt of such
opinion) as to the fairness (or lack of fairness) of the terms of the
proposed Business Combination from the point of view of the holders of
shares of Voting Stock (other than the Interested Stockholder).
(c) Certain Definitions. For the purposes of this Article SEVENTH:
(1) A "person" shall mean any individual, firm, corporation,
partnership or other entity, including, without limitation, any
syndicate or group deemed to be a person pursuant to Section 14(d)(2) of
the Securities Exchange Act of 1934, as in effect on May 1, 1987.
(2) "Interested Stockholder" shall mean any person (other than the
corporation or any Subsidiary, any employee benefit plan maintained by
the corporation or any Subsidiary or any trustee or fiduciary with
respect to any such plan when acting in such capacity) who or which:
(i) is the beneficial owner, directly or indirectly, of lO% or
more of the voting power of the then outstanding Voting Stock; or
(ii) is an Affiliate of the corporation and at any time within
the two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly of 10% or more of the
voting power of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by an
Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions
not involving a public offering within the meaning of the
Securities Act of 1933; as amended.
In determining whether a person is an Interested Stockholder
pursuant to paragraph (2) of this Section (c), the number of shares
of Voting Stock deemed to be outstanding shall include shares
deemed owned through application of paragraph (3) of this Section
(c) but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
(3) A person shall be a "beneficial owner" of any shares of Voting
Stock:
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Voting Stock.
(4) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in effect
on May l, 1987.
(5) "Subsidiary" shall mean any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
corporation; provided, however, that for the purposes of the definition
of Interested Stockholder set forth in paragarah (2) of this Section
(c), the term "Subsidiary" shall mean only a corporation of which a
majority of each class of equity security is owned, directly or
indirectly, by the corporation.
(6) "Continuing Director" shall mean any member of the Board of
Directors of the corporation who is not the Interested Stockholder or an
Affiliate, Associate, representative, nominee or relative of the
Interested Stockholder and who was a member of the Board of Directors
prior to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a Continuing Director who is not the
Interested Stockholder or an Affiliate, Associate, representative,
nominee or relative of the Interested Stockholder and who is recommended
to succeed a Continuing Director by a majority of the total number of
Continuing Directors then on the Board of Directors.
(7) "Fair Market Value" shall mean: (i) in the case of stock, the
highest closing sale price during the 3O-day period immediately
preceding the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not
quoted on the Composite Tape, on the;New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal United
States securities exchange registered under the Securities Exchange Act
of 1934, as amended, on which such stock is listed, or, if such stock is
not listed on any such exchange, the highest closing sale price or bid
quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or,
if no such quotations are available, the fair market value on the date
in question of a share of such stock as determined by a majority of the
total number of Continuing Directors in good faith, in each case with
respect to any class of such stock, appropriately adjusted for any
dividend or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of share of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such
stock; and (ii) in the case of property other than cash or stock, the
fair market value of such property on the date in question as determined
by a majority of the total number of Continuing Directors in good faith.
(8) In the event of any Business Combination in which the corporation
survives, the phrase "consideration other than cash to be received" as
used in paragraphs (2)(i) and (2)(ii) of Section (b) of this Article
SEVENTH shall include the shares of Common Stock and/or the shares of
any other class of outstanding Voting Stock retained by the holders of
such shares.
(9) References to "highest per share price" shall in each case with
respect to any class of stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such
stock.
(d) Powers of the Board and the Continuing Directors. A majority of the
entire Board of Directors of the corporation shall have the power and duty to
determine for the purposes of this Article SEVENTH, on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Stockholder. Once the Board of Directors has made a determination,
pursuant to the preceding sentence, that a person is an Interested
Stockholder, a majority of the total number of directors of the corporation
who would qualify as Continuing Directors shall have the power and duty to
interpret all of the terms and provisions of this Article SEVENTH, and to
determine on the basis of information known to them after reasonable inquiry
all facts necessary to ascertain compliance with this Article SEVENTH,
including, without limitation, (A) the number of shares of Voting Stock
beneficially owned by any person, (B) whether a person is an Affiliate or
Associate of another, (C) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value constituting not
less than lO% of the total assets of the corporation as reported in the
consolidated balance sheet of the corporation as of the end of the most
recent quarter with respect to which such balance sheet has been prepared and
(D) whether all of the applicable conditions set forth in paragraph (2) of
Section (b) of this Article SEVENTH have been met with respect to any
Business Combination. Any determination pursuant to this Section (d) made in
good faith shall be binding and conclusive on all parties.
(e) No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article SEVENTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.
(f) Amendment, Repeal, etc. Notwithstanding any other provisions of this
Restated Certificate of Incorporation or the By-laws of the corporation (and
notwithstanding the fact that a lesser percentage may be specified by law,
this Restated Certificate of Incorporation or the By-laws of the
corporation), and in addition to any affirmative vote of the holders of
Preferred Stock or any other class of capital stock of the corporation or any
series of any of the foregoing then outstanding which is required by law or
pursuant to this Restated Certificate of Incorporation, the affirmative vote
of the holders of 66-2/3% or more of the voting power of all the shares of
then outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provision inconsistent with, this
Article SEVENTH of this Restated Certificate of Incorporation.
EIGHTH: (a) Number, Election and Terms. The business and affairs of the
corporation shall be managed by a Board of Directors which, subject to any
rights of the holders of any series of Preferred Stock then outstanding,
shall consist of not less than seven (7) nor more than twenty (2O) persons.
The exact number of directors within the minimum and maximum limitations
specified in the preceding sentence shall be fixed from time to time by the
Board of Directors pursuant to a resolution adopted by a majority of the
whole Board of Directors, and if such number is not so fixed, the number
shall be twelve (12). No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. At the
1987 Annual Meeting of Stockholders, the directors shall be divided into
three classes, equal or as nearly equal in number as possible (but with not
less than three directors in each class), with the term of office of the
first class to expire at the 1988 Annual Meeting of Stockholders, the term of
office of the second class to expire at the 1989 Annual Meeting of
Stockholders and the term of office of the third class to expire at the 1990
annual Meeting of Stockholders, and with the members of each class to hold
office until their successors shall have been elected and qualified. At each
Annual Meeting of Stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding
Annual Meeting of Stockholders after their election.
(b) Amendment, Repeal, etc. Notwithstanding anything contained in this
Restated Certificate of Incorporation to the contrary, the affirmative vote
of the holders of at least 66-2/3% of the voting power of all of the shares
of the corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to alter, amend, adopt
any provision inconsistent with, or repeal this Article EIGHTH or to alter,
amend, adopt any provision inconsistent with, or repeal Sections 7A, 7B or 20
of the By-laws of the corporation.
NINTH: (a) Elimination of Certain Liability.
(1) A director of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of any duty owed to
the corporation or its stockholders, except to the extent such personal
liability may not be eliminated or limited under the New Jersey Business
Corporation Act as the same exists or may hereafter be amended.
(2) An officer of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of any duty owed to
the corporation or its stockholders, except to the extent and for the
duration of any period of time such personal liability may not be eliminated
or limited under the New Jersey Business Corporation Act as the same exists
or may hereafter be amended.
(b) Indemnification and Insurance.
(1) Right to Indemnification. Each person who has or is made a party or
is threatened to be made a party to or is involved in any pending, threatened
or completed civil, criminal, administrative or arbitrative action, suit or
proceeding, or any appeal therein or any inquiry or investigation which could
lead to such action, suit or proceeding (a "proceeding"), by reason of his or
her being or having been a director or officer of the corporation or of any
constituent corporation absorbed by the corporation in a consolidation or
merger, or by reason of his or her being or having been a director, officer,
trustee, employee or agent of any other corporation (domestic or foreign) or
of any partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (whether or not for profit), serving as such
at the request of the corporation, or the legal representative of any such
director, officer, trustee, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent permitted by the New Jersey
Business Corporation Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than said Act permitted prior to such amendment), from and against any and
all reasonable costs, disbursements and attorneys' fees, and any and all
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties, incurred or suffered in connection with any such proceeding, and
such indemnification shall continue as to a person who has ceased to be a
director, officer, trustee, employee or agent and shall inure to the benefit
of his or her heirs, executors, administrators and assigns; provided,
however, that, except as provided in paragraph (2) hereof, the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was specifically authorized by the Board of Directors of
the corporation. The right to indemnification conferred in this Section shall
be a contract right and shall include the right to be paid by the corporation
the expenses incurred in connection with any proceeding in advance of the
final disposition of such proceeding as authorized by the Board of Directors;
provided, however, that if the New Jersey Business Corporation Act so
requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer in advance of the final
disposition of a proceeding shall be made only upon receipt by the
corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced unless it shall ultimately be determined
that such director or officer is entitled to be indemnified under this
Section or otherwise. The corporation may, by action of its Board of
Directors, provide for indemnification and advancement of expenses to
employees and agents of the corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(2) Right of Claimant to Bring Suit. If a claim under paragraph (l) of
this Section is not paid in full by the corporation within thirty days after
a written request has been received by the corporation, the claimant may at
any time thereafter apply to a court for an award of indemnification by the
corporation for the unpaid amount of the claim and, if successful on the
merits or otherwise in connection with any proceeding, or in the defense of
any claim, issue or matter therein, the claimant shall be entitled also to be
paid by the corporation any and all expenses incurred or suffered in
connection with such proceeding. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advancement of
expenses incurred in connection with any proceeding where the required
undertaking, if any, has been tendered to the corporation), that the claimant
has not met the standard of conduct which makes it permissible under the New
Jersey Business Corporation Act for the corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on
the corporation. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such proceeding that
indemnification of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in the New Jersey
Business Corporation Act, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of
conduct, nor the termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
(3) Non-Exclusivity of Rights. The right to indemnification and
advancement of expenses provided by or granted pursuant to this Section (b)
shall not exclude or be exclusive of any other rights to which any person may
be entitled under a certificate of incorporation, By-law, agreement, vote of
stockholders or otherwise, provided that no indemnification shall be made to
or on behalf of such person if a judgment or other final adjudication adverse
to such person establishes that such person has not met the applicable
standard of conduct required to be met under the New Jersey Business
Corporation Act.
(4) Insurance. The corporation may purchase and maintain insurance on
behalf of any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any expenses incurred in any proceeding and any
liabilities asserted against him or her by reason of such person being or
having been such a director, officer, employee or agent, whether or not the
corporation would have the power to indemnify such person against such
expenses and liabilities under the provisions of this Section (b) or
otherwise.
THIRD: On May l, 1987 at the Annual Meeting of the Shareholders of
SELECTIVE INSURANCE GROUP, INC. the foregoing resolution was duly adopted.
FOURTH: The number of shares outstanding at the time of the adoption of the
Amendments was 9,O56,882. The total number of shares entitled to vote thereon
was 9,056,882.
FIFTH: The number of shares voting for and against such Amendments is as
follows:
Number of Shares Number of Shares Number of Shares
voting for Amendment voting against abstaining as to
of Article Fourth Article Fourth Article Fourth
- -----------------------------------------------------------------------------
7,023,051 405,135 127,004
Number of Shares Number of Shares Number of Shares
voting for Article voting against abstaining as to
Seventh Article Seventh Article Seventh
- -----------------------------------------------------------------------------
6,607,064 447,510 500,696
Number of Shares Number of Shares Number of Shares
voting for Article voting against abstaining as to
Eighth Article Eighth Article Eighth
- -----------------------------------------------------------------------------
6,194,771 876,016 484,483
Number of Shares Number of Shares Number of Shares
voting for Article voting against abstaining as to
Ninth Article Ninth Article Ninth
- -----------------------------------------------------------------------------
7,060,935 353,934 140,401
There are no shares of the corporation entitled to vote as a class.
IN WITNESS WHEREOF, SELECTIVE INSURANCE GROUP, INC. has made this Certificate
under its seal and the hands of its Chairman of the Board and Secretary, this
20th day of May, 1987
SELECTIVE INSURANCE GROUP, INC.
Frederick H. Jarvis
By:___________________________
Frederick H. Jarvis
Chairman of the Board
Attest:
Thornton R. Land
_____________________________
Thornton R. Land, Secretary
ACKNOWLEDGMENT
STATE OF NEW JERSEY, COUNTY OF SUSSEX: SS
I CERTIFY that on May 26, 1987, THORNTON R. LAND, personally came before me
and this person acknowledged under oath, to my satisfaction that:
(a) this person is the Secretary of SELECTIVE INSURANCE GROUP, INC., the
corporation named in the attached document;
(b) this person is the attesting witness to the signing of this document by
the proper corporate officer who is Frederick H. Jarvis who is the Chairman
of the Board of the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board of
Directors;
(d) this person knows the proper seal of the corporation which was affixed
to this document: and
(e) this person signed this proof to attest to the truth of these facts.
Thornton R. Land
___________________________
Signed and sworn to before
me on May 26, 1987.
Lewis P. Dolan, Jr.
__________________________
Atty at Law of N.J.
PAGE
CHECK APPROPRIATE STATUTE: Nonprofit Corporations
Must file this form in
(X) TITLE 14A:1-6(5) New Jersey DUPLICATE
Business Corporation Act
( ) TITLE 15A:1-7(e) New Jersey
Nonprofit Corporation Act
FOR OFFICIAL USE ONLY
CERTIFICATE OF CORRECTION FILED
---------------------------- JUN 20 1986
OF JANE BURGIO
---- Secretary of State
SELECTIVE INSURANCE GROUP, INC.
---------------------------------
________________________________________________________________________
(For Use by Domestic and Foreign, Profit and Nonprofit Corporations)
The Undersigned, hereby submits for filing, a Certificate of Correction,
executed in behalf of the above named Corporation, pursuant to the provisions
of the appropriate Statute, checked above, of the New Jersey Statutes.
1. The Certificate to be corrected is:
Certificate of Amendment to the Certificate
of Incorporation of SRI Corporation * December 17, 1979
------------------------------------- --------------------
(Type of Certificate) (Date Filed)
*Which Certificate predates the Restated
Certificate of Incorporation filed 6/17/86
2. The inaccuracy in the Certificate is (indicate inaccuracy or defect):
Paragraph FIFTH of the Certificate of Amendment should have referenced
only the first subparagraph of Paragraph FOURTH of the Certificate of
Incorporation as being amended.
3. The Certificate of Correction hereby reads as follows:
FIFTH: The first subparagraph of Paragraph FOURTH of the Certificate of
Incorporation is amended to read as follows:
"FOURTH: The total authorized capital shares of the corporation
shall be divided into two classes and shall consist of 5,000,000
shares of common stock having a Par Value of $2 per share (herein
called Common Stock'), and 5,000,000 shares of preferred stock
without par value (herein called Preferred Stock')."
(All other paragraphs and provisions of Paragraph FOURTH remain
unchanged)
Russell R. Moffett
Signature:______________________
Name : Russell R. Moffett
----------------------
Title : President
----------------------
(Must be Ch. of Bd. or
Pres or Vice Pres.)
----------------------
Date : June 19, 1986
----------------------
C-152 Rev. 10/83
PAGE
CHECK APPROPRIATE STATUTE: Nonprofit Corporations
Must file this form in
(X) TITLE 14A:1-6(5) New Jersey DUPLICATE
Business Corporation Act
( ) TITLE 15A:1-7(e) New Jersey
Nonprofit Corporation Act
FOR OFFICIAL USE ONLY
CERTIFICATE OF CORRECTION FILED
---------------------------- JUN 20 1986
OF JANE BURGIO
---- Secretary of State
SELECTIVE INSURANCE GROUP, INC.
---------------------------------
________________________________________________________________________
(For Use by Domestic and Foreign, Profit and Nonprofit Corporations)
The Undersigned, hereby submits for filing, a Certificate of Correction,
executed in behalf of the above named Corporation, pursuant to the provisions
of the appropriate Statute, checked above, of the New Jersey Statutes.
1. The Certificate to be corrected is:
Certificate of Amendment to the Certificate
of Incorporation of SRI Corporation * May 13, 1981
------------------------------------- --------------------
(Type of Certificate) (Date Filed)
*Which Certificate predates the Restated
Certificate of Incorporation filed 6/17/86
2. The inaccuracy in the Certificate is (indicate inaccuracy or defect):
Paragraph SECOND of the Certificate of Amendment should have referenced
only the first subparagraph of Paragraph 4 of the Certificate of
Incorporation as being amended.
3. The Certificate of Correction hereby reads as follows:
SECOND: On February 6, 1981, the Board of Directors of SRI Corporation
duly adopted a resolution declaring it advisable that the first sub
paragraph of Paragraph 4 of the Certificate of Incorporation of SRI
Corporation be amended to read as follows:
"4. The total authorized capital shares of the corporation shall
be divided into two classes and shall consist of 10,000,000 shares
of common stock having a Par Value of $2 per share (herein called
Common Stock') and 5,000,000 shares of preferred stock without par
value (herein called Preferred Stock')."
(All other paragraphs and provisions of Paragraph 4 remain
unchanged)
Russell R. Moffett
Signature: ______________________
Name : Russell R. Moffett
----------------------
Title : President
----------------------
(Must be Ch. of Bd. or
Pres or Vice Pres.)
----------------------
Date : June 19, 1986
----------------------
C-152 Rev. 10/83
PAGE
CHECK APPROPRIATE STATUTE: Nonprofit Corporations
Must file this form in
(X) TITLE 14A:1-6(5) New Jersey DUPLICATE
Business Corporation Act
( ) TITLE 15A:1-7(e) New Jersey
Nonprofit Corporation Act
FOR OFFICIAL USE ONLY
CERTIFICATE OF CORRECTION FILED
---------------------------- JUN 20 1986
OF JANE BURGIO
---- Secretary of State
SELECTIVE INSURANCE GROUP, INC.
---------------------------------
________________________________________________________________________
(For Use by Domestic and Foreign, Profit and Nonprofit Corporations)
The Undersigned, hereby submits for filing, a Certificate of Correction,
executed in behalf of the above named Corporation, pursuant to the provisions
of the appropriate Statute, checked above, of the New Jersey Statutes.
1. The Certificate to be corrected is:
Certificate of Amendment to the Certificate
of Incorporation of SRI Corporation * June 3, 1983
------------------------------------- --------------------
(Type of Certificate) (Date Filed)
*Which Certificate predates the Restated
Certificate of Incorporation filed 6/17/86
2. The inaccuracy in the Certificate is (indicate inaccuracy or defect):
Paragraph SECOND of the Certificate of Amendment should have referenced
only the first subparagraph of Paragraph 4 of the Certificate of
Incorporation as being amended.
3. The Certificate of Correction hereby reads as follows:
SECOND: On February 4, 1983, the Board of Directors of SRI Corporation
duly adopted a resolution declaring it advisable that the first sub
paragraph of Paragraph 4 of the Certificate of Incorporation of SRI
Corporation be amended to read as follows:
"4. The total authorized capital shares of the corporation shall
be divided into two classes and shall consist of 20,000,000 shares
of common stock having a Par Value of $2.00 per share (herein
called Common Stock') and 5,000,000 shares of preferred stock
without par value (herein called Preferred Stock')."
(All other paragraphs and provisions of Paragraph 4 remain
unchanged)
Russell R. Moffett
Signature: ______________________
Name : Russell R. Moffett
----------------------
Title : President
----------------------
(Must be Ch. of Bd. or
Pres or Vice Pres.)
----------------------
Date : June 19, 1986
----------------------
C-152 Rev. 10/83
PAGE
RESTATED CERTIFICATE FILED
---------------------------- JUN 17 1986
OF JANE BURGIO
---- Secretary of State
INCORPORATION
---------------------------------
Pursuant to N.J.S.A. 14A:9-5, SELECTIVE INSURANCE GROUP, INC., a New
Jersey corporation, hereby adopts a Restated Certificate of Incorporation.
FIRST: The name of the corporation is SELECTIVE INSURANCE GROUP, INC.
SECOND: The address of this corporation's registered office is Wantage
Avenue, Branchville, New Jersey 07890; and the name of this corporation's
registered agent is Russell R. Moffett.
THIRD: The purposes for which this corporation is organized are:
to engage in any activity within the purposes for which
corporations may be organized under the "New Jersey Business Corporation Act"
N.J.S. 14A:1-1 et seq.
FOURTH: The total authorized capital shares of the corporation shall
be divided into two classes and shall consist of twenty million shares of
common stock having a par value of $2.00 per share (herein called common
stock') and five million shares of preferred stock without par value (herein
called preferred stock').
The preferred shares are senior to the common shares and the common
shares are subject to the rights and preferences of preferred shares as
established by the Board of Directors.
All of any part of the shares of Preferred Stock may be issued by the
corporation from time to time for such consideration as may be
determined upon and fixed by the Board of Directors as provided by law.
The designations and the powers, preferences and rights and the
qualifications, limitations and restrictions thereof, of the Preferred
Stock shall be as follows:
1. The Board of Directors is 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 rights, full or limited,
but not to exceed one vote per share, or without voting powers and with
such designations, preferences and relative, participating, optional and
other special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors and as are not
expressed in this Certificate of Incorporation or any amendment thereto
including (but without limiting the generality of the foregoing) the
following:
A. The number of shares constituting such series and designation
thereof to distinguish such shares of such series from the shares of all
other series .
B. The voting powers of such series, whether full, limited or
none, the dividend rate of such series the conditions and dates upon
which such dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any other class or
classes or on any other series of capital stock, and whether such
dividends shall be cumulative or non-cumulative.
C. The terms and provisions, governing the redemption of shares
of such series, if redeemable.
D. The terms and provisions governing the operation of retirement
or sinking funds, if any, for the retirement or purchase of shares of
such series.
E. The rights of holders of shares of such series upon the
dissolution of, or upon distribution, of the assets of the corporation.
F. Whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of any
other series of any other class or classes of capital stock of the
corporation, and if provision be made for conversion or exchange the
times, prices, rates, adjustments and other terms and conditions of such
conversion or exchange.
G. Any other preferences, any relative, participating, optional
and other special rights and qualifications, limitations or restrictions
of such series."
FIFTH: The number of directors constituting the current Board of
Directors is twelve, and the names and addresses of such directors are:
J. William Barba Long Hill Road
New Vernon, New Jersey 07976
Lewis P. Dolan, Jr. 9 Franklin Street
Newton, New Jersey 07860
David M. Gessner 1133 Queens Road
Charlotte, North Carolina 28207
C. Edward Herder Main Street
Three Bridges, New Jersey 08887
Frederick H. Jarvis 354 Grist Mill Drive
Basking Ridge, New Jersey 07920
William M. Kearns, Jr. Village Road
New Vernon, New Jersey 07976
S. Griffin McClellan, III Cedar Road
Whitehouse Station, New jersey 08889
Russell R. Moffett R.D. 4, Box 270
Newton, New Jersey 07860
Roy B. Paul 4 Eaglet Glen
Panther Valley
Hackettstown, New Jersey 07840
William M. Rue 33 Cranbury Neck Road
Cranbury, New Jersey 08512
Louis P. Thebault Village Road
New Vernon, New Jersey 07976
W. Richard Wilson 9 Great Oak Road
Newton, New Jersey 07860
SIXTH: This Restated Certificate merely restates and integrates, but
does not substantively amend the Certificate of Incorporation as heretofore
amended.
IN WITNESS WHEREOF, SELECTIVE INSURANCE GROUP, INC. has made this
Certificate under its seal and the hands of its President and Secretary this
2nd day of June, 1986.
SELECTIVE INSURANCE GROUP, INC.
Russell R. Moffett
By: __________________________
Russell R. Moffett, President
Attest:
Thornton R. Land
___________________________
Thornton R. Land, Secretary
ACKNOWLEDGMENT
STATE OF NEW JERSEY, COUNTY OF SUSSEX: SS
I CERTIFY that on June 2, 1986
THORNTON R. LAND
personally came before me and this person acknowledged under oath, to my
satisfaction that:
(a) this person is the Secretary of SELECTIVE INSURANCE GROUP, INC.,
the corporation named in the attached document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is Russell R. Moffett who is the
President of the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board of
Directors;
(d) this person knows the proper seal of the corporation which was
affixed to this document: and
(e) this person signed this proof to attest to the truth of these
facts.
Thornton R. Land
___________________________
Signed and sworn to before
me on June 2, 1986.
Lewis P. Dolan, Jr.
__________________________
Lewis P. Dolan, Jr. Esq.
Attorney at Law of New Jersey
CERTIFICATE
1. The name of the corporation is SELECTIVE INSURANCE GROUP, INC.
2. The Restated Certificate of Incorporation was adopted by the Board of
Directors on June 2,1986.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June,
1986.
SELECTIVE INSURANCE GROUP, INC.
Russell R. Moffett
By: _____________________________
Russell R. Moffett, President
PAGE
AMENDED CERTIFICATE OF AMENDMENT F I L E D
---------------------------------- Jun 17,1986
to the JANE BURGIO
-------- Secretary of State
CERTIFICATE OF INCORPORATION
-------------------------------
of
----
SRI CORPORATION
-----------------
Pursuant to N.J.S 14A:7-15.1(3), SRI CORPORATION, a New Jersey
corporation, under its seal and the hands of its President and
Secretary, does hereby certify as follows:
PARAGRAPH FIRST: The name of the corporation is SRI
CORPORATION.
PARAGRAPH SECOND: On February 7, 1986 the Board of Directors of
SRI CORPORATION duly adopted a Resolution declaring it advisable that
Paragraph First of the Certificate of Incorporation of SRI CORPORATION
be amended to read as follows:
"1. The name of the corporation is SELECTIVE INSURANCE GROUP,
INC."
PARAGRAPH THIRD: On May 2nd, 1986 at a regular meeting of the
shareholders of SRI CORPORATION, the foregoing Resolution was duly
adopted.
PARAGRAPH FOURTH: The number of shares outstanding at the time of
the adoption of the amendment was 9,O22,601. The total number of shares
entitled to vote thereon was 9,022,601.
PARAGRAPH FIFTH: The number of shares voting for and against such
amendment is as follows:
Number of Shares Number of Shares Number of Shares
voting for Amendment voting against abstaining
Amendment
- -----------------------------------------------------------------------------
7,006,440 160,057 230,678
IN WITNESS WHEREOF, SRI CORPORATION has made this certificate unders its
seal and the hands of its President and Secretary this Second day of June ,
1986.
SRI CORPORATION
Russell R. Moffett
By: __________________________
Russell R. Moffett, President
Attest:
Thornton R. Land
___________________________
Thornton R. Land, Secretary
ACKNOWLEDGMENT
STATE OF NEW JERSEY, COUNTY OF SUSSEX: SS
I CERTIFY that on June 2, 1986
THORNTON R. LAND
personally came before me and this person acknowledged under oath, to my
satisfaction that:
(a) this person is the Secretary of SRI CORPORATION, the corporation
named in the attached document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is Russell R. Moffett who is the
President of the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board of
Directors;
(d) this person knows the proper seal of the corporation which was
affixed to this document: and
(e) this person signed this proof to attest to the truth of these
facts.
Thornton R. Land
___________________________
Signed and sworn to before
me on June 2, 1986.
Barbara L. Johnson
__________________________
Barbara L. Johnson
Notary Public of New Jersey
My Commission Expires June 14,1990
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- May 21,1986
to the JANE BURGIO
-------- Secretary of State
CERTIFICATE OF INCORPORATION
------------------------------
of
----
SRI CORPORATION
-----------------
Pursuant to N.J.S. 14A:7-15.1(3), SRI CORPORATION, a New Jersey
corporation, under its seal and the hands of its President and Secretary,
does hereby certify as follows:
PARAGRAPH FIRST: The name of the corporation is SRI CORPORATION.
PARAGRAPH SECOND: On February 7, 1986 the Board of Directors of SRI
CORPORATION duly adopted a Resolution declaring it advisable that Paragraph
First of the Certificate of Incorporation of SRI CORPORATION be amended to
read as follows:
"1. The name of the corporation is SELECTIVE INSURANCE GROUP, INC."
2. On May 2nd, 1986 at a regular meeting of the shareholders of SRI
CORPORATION, the foregoing Resolution was duly adopted.
4. The number of shares outstanding at the time of the adoption of the
amendment was 9,022,6O1. The total number of shares entitled to vote
thereon was 9,022,601 .
5. The number of shares voting for and against such amendment is as
follows:
Number of Shares Number of Shares Number of Shares
voting for Amendment voting against abstaining
Amendment
----------------------------------------------------------------------------
6,975,904 160,057 230,678
IN WITNESS WHEREOF, SRI CORPORATION has made this Certificate under its
seal and the hands of its President and Secretary this Second day of May,
1986.
SRI CORPORATION
Russell R. Moffett
By: ___________________________
Russell R. Moffett, President
Attest:
Thornton R. Land
___________________________
Thornton R. Land, Secretary
ACKNOWLEDGMENT
STATE OF NEW JERSEY, COUNTY OF SUSSEX: SS
I CERTIFY that on May 2, 1986
THORNTON R. LAND
personally came before me and this person acknowledged under oath, to my
satisfaction that:
(a) this person is the Secretary of SRI CORPORATION, the corporation
named in the attached document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is Russell R. Moffett who is the
President of the corporation;
(c) this document was signed and delivered by the corporation as its
voluntary act duly authorized by a proper resolution of its Board of
Directors;
(d) this person knows the proper seal of the corporation which was
affixed to this document: and
(e) this person signed this proof to attest to the truth of these
facts.
Thornton R. Land
___________________________
Signed and sworn to before
me on May 2, 1986.
Lewis P. Dolan Jr.
__________________________
Lewis P. Dolan Jr.
Attorney at Law of N.J.
PAGE
CERTIFICATE OF AMENDMENT F I L E D
-------------------------- Jun 3,1983
to the JANE BURGIO
-------- Secretary of State
CERTIFICATE OF INCORPORATION
-------------------------------
of
----
SRI CORPORATION
-----------------
PURSUANT to N.J.S.14A:7-15.1(3), SRI Corporation, a New Jersey
Corporation, under its seal and the hands of its President and Secretary,
does hereby certify as follows:
FIRST: The name of the corporation is SRI Corporation.
SECOND: On February 4, 1983, the Board of Directors of SRI Corporation
duly adopted a resolution declaring it advisable that Paragraph 4 of the
Certificate of Incorporation of SRI Corporation be amended to read as
follows:
"4. The total authorized capital shares of the corporation shall he
divided into two classes and shall consist of 20,000,000 shares of
common stock having a Par Value of $2.00 per share (herein called
Common Stock') and 5,000,000 of preferred stock without par value
(herein called Preferred Stock')"
THIRD: On May 6, 1983, at a regular meeting of the shareholders of SRI
Corporation, the foregoing Resolution was duly adopted.
FOURTH: The number of shares of capital stock outstanding at the time
of the adoption of the Amendment was 4,717,309. The total number of shares
entitled to vote thereon was 4,717,309.
FIFTH: The number of shares voting for and against such Amendment is
as follows:
Number of Shares Number of Shares Number of Shares
voting for Amendment voting against abstaining
Amendment
----------------------------------------------------------------------------
2,860,742 17,952 23,619
IN WITNESS WHEREOF, SRI Corporation has made this Certificate under its
seal and the hands of its President and Secretary this 9th day of May, 1983.
SRI CORPORATION
Russell R. Moffett
By: ___________________________
Russell R. Moffett, President
Attest:
James M. Cooper, Jr.
___________________________
James M. Cooper, Jr.
Secretary
STATE OF NEW JERSEY |
COUNTY OF SUSSEX | SS
BE IT REMEMBERED, that on the 9th day of May, 1983, before me, the
subscriber, An Attorney at Law of New Jersey, personally appeared James M.
Cooper, Jr., who being by me duly sworn on his oath says that he is the
Secretary of the foregoing SRI Corporation, the corporation named in the
within Instrument; that he well knows the corporate seal of said corporation;
that the seal affixed to said Instrument is the corporate seal of said
corporation; that the said seal was so affixed and the said Instrument signed
and delivered by RUSSELL R. MOFFETT, who was at the date hereof the President
of said corporation, in the presence of the deponent, and said President, at
the same time acknowledged that he signed and delivered the same as his
voluntary act and deed, and as the voluntary act and deed of said
corporation, by virtue of authority from its Board of Directors, and that
deponent, at the same time, subscribed his name to said Instrument as an
attesting witness to the execution thereof.
James M. Cooper, Jr.
By: ______________________
James M. Cooper, Jr.
Sworn and Subscribed to
before me, at Branchville,
New Jersey, the date aforesaid.
Lewis P. Dolan, Jr.
_________________________
Lewis P. Dolan, Jr.
Attorney at Law of New Jersey
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- May 13,1981
to the DONALD LAN
-------- Secretary of State
CERTIFICATE OF INCORPORATION
------------------------------
of
----
SRI CORPORATION
-----------------
PURSUANT TO N.J.S. 14A:7-15.1(3), SRI Corporation, a New Jersey
Corporation, under its seal and the hands of its President and Secretary,
does hereby certify as follows:
FIRST: The name of the corporation is SRI Corporation.
SECOND: On February 6, 1981, the Board of Directors of SRI Corporation
duly adopted a resolution declaring it advisable that Paragraph 4 of the
Certificate of Incorporation of SRI Corporation be amended to read as
follows:
"4. The total authorized capital shares of the corporation
shall be divided into two classes and shall consist of 10,000,000
shares of common stock having a Par Value of $2 per share (herein
called Common Stock') and 5,000,000 shares of preferred stock
without par value (herein called Preferred Stock')."
THIRD: On May 1, 1981, at a regular meeting of the Shareholders of SRI
Corporation, the foregoing resolution was duly adopted.
FOURTH: The number of shares of capital stock outstanding at the time
of the adoption of the amendment was 3,972,105. The total number of shares
entitled to vote thereon was 3,972,105.
FIFTH: The number of shares voting for and against such amendment is
as follows:
NUMBER OF SHARES NUMBER OF SHARES
VOTING FOR AMENDMENT VOTING AGAINST AMENDMENT
------------------------- -----------------------------
2,160,021 10,262
IN WITNESS WHEREOF, SRI Corporation has made this certificate under its
seal and the hands of its President and Secretary this 7th day of May, 1981.
SRI CORPORATION
W. Richard Wilson
By: ___________________________
W. Richard Wilson, President
Attest:
Russell Moffett
___________________________
Russell Moffett, Secretary
STATE OF NEW JERSEY:
SS
COUNTY OF SUSSEX
BE IT REMEMBERED, that on this 7th day of May, 1981, before me the
subscriber An Attorney at Law of New Jersey, personally appeared Russell
Moffett, who being by me duly sworn on his oath says that he is the Secretary
of SRI Corporation, the corporation named in the foregoing Instrument; that
he well knows the corporate seal of said corporation; that the seal affixed
to said Instrument is the corporate seal of said corporation; that the said
seal was so affixed and the said Instrument signed and delivered by W.
Richard Wilson, who was at the date hereof, the President of said
corporation, in the presence of deponent, and said President, at the same
time acknowledged that he signed and delivered the same as his voluntary act
and deed, and as the voluntary act and deed of said corporation, by virtue of
authority from its Board of Directors, and that deponent, at the same time,
subscribed his name to said Instrument as an attesting witness to the
execution thereof.
Russell Moffett
By: ______________________
Russell Moffett
Sworn and Subscribed to
before me, at Branchville,
New Jersey, the date aforesaid.
Lewis P. Dolan, Jr.
_________________________
Lewis P. Dolan, Jr.
Attorney at Law of New Jersey
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- Dec 17,1979
to the DONALD LAN
-------- Secretary of State
CERTIFICATE OF INCORPORATION
------------------------------
of
----
SRI CORPORATION
-----------------
PURSUANT to N.J.S. 14A:7-15.1(3), SRI Corporation, a New Jersey
corporation, under its seal and the hands of its President and Secretary,
does hereby certify as follows:
FIRST: The name of the corporation is SRI Corporation
SECOND: A resolution of the Board approving a division of the
Company's common stock was adopted November 2, 1979.
THIRD: The division of the Company's common stock will not adversely
affect the rights or preferences of the holders of outstanding shares of the
common stock and will not increase the number of authorized but unissued
shares.
FOURTH: The class of shares subject to the division is the common
stock of the Company. The number of shares of common stock subject to this
division is the 1,1OO,OOO shares issued and presently outstanding which shall
be divided into 2,200,OO0 shares. The par value of the common stock of the
company shall be reduced from $4 per share to $2 per share.
FIFTH: Paragraph Fourth of the Certificate of Incorporation is amended
to read as follows:
FOURTH: The total authorized capital shares of the corporation
shall be divided into two classes and shall consist of 5,000,OOO shares
of common stock having a Par Value of $2 per share (herein called
Common Stock'), and 5,0OO,OOO shares of preferred stock without par
value (herein called Preferred Stock')."
SIXTH; The division of shares shall become effective on December 15,
1979, for each share of stock held by shareholders of record on December
1,1979.
IN WITNESS WHEREOF, SRI Corporation has made this certificate under its
seal and the hands of its President and Secretary this 30th day of November,
1979.
SRI CORPORATION
W. Richard Wilson
By: ___________________________
W. Richard Wilson, President
Attest:
Russell Moffett
___________________________
Russell Moffett, Secretary
STATE OF NEW JERSEY: SS
COUNTY OF SUSSEX:
BE IT REMEMBERED,that on this 30th day of November, 1979, before me the
subscriber An Attorney at Law of New Jersey, personally appeared Russell
Moffett, who being by me duly sworn on his oath, says that he is the
Secretary of SRI Corporation, the corporation named in the foregoing
Instrument; that he well knows the corporate seal of said corporation; that
the seal affixed to said Instrument is the corporate seal of said
corporation; that the said seal was so affixed and the said Instrument signed
and delivered by W. Richard Wilson, who was at the date hereof, the President
of said corporation, in the presence of deponent, and said President, at the
same time acknowledged that he signed and delivered the same as his voluntary
act and deed, and as the voluntary act and deed of said corporation, by
virtue of authority from its Board of Directors, and that deponent, at the
same time, subscribed his name to said Instrument as an attesting witness to
the execution thereof.
Russell Moffett
By: ______________________
Russell Moffett
Sworn and Subscribed to
before me, at Branchville,
New Jersey, the date aforesaid.
Lewis P. Dolan, Jr.
_________________________
Lewis P. Dolan, Jr.
Attorney at Law of New Jersey
PAGE
CERTIFICATE OF AMENDMENT F I L E D
--------------------------- May 29,1979
to the DONALD LAN
-------- Secretary of State
CERTIFICATE OF INCORPORATION
------------------------------
of
----
SRI CORPORATION
-----------------
Pursuant to N.J.S. 17:26-1, SRI Corporation, a New Jersey corporation,
under its seal and the hands of its President and Secretary, does hereby
certify as follows:
FIRST: The location of the principal office of the corporation in New
Jersey is Wantage Avenue, in the Borough of Branchville, Sussex County, and
the name of the agent therein and in charge thereof upon whom process against
the corporation may be served is W. Richard Wilson.
SECOND: On March 5, 1979, the Board of Directors of SRI Corporation
duly adopted a resolution declaring it advisable that Paragraph Fourth of the
Certificate of Incorporation of SRI Corporation be amended to read as
follows:
FOURTH: The total authorized capital shares of the corporation
shall be divided into two classes and consist of 5,OOO,OOO shares
of common stock having a par value of $4 per share (herein called
"Common Stock") and 5,OOO,OOO shares of preferred stock without par
value (herein called "Preferred Stock").
The preferred shares are senior to the common shares and the common
shares are subject to the rights and preferences of preferred
shares as established by the Board of Directors.
All or any part of the shares of Preferred Stock may be issued by
the corporation from time to time for such consideration as may be
determined upon and fixed by the Board of Directors as provided by
law.
The designations and the powers, preferences and rights and the
qualifications, limitations and restrictions thereof, of the
Preferred Stock shall be as follows:
l. The Board of Directors is 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 rights,
full or limited, but not to exceed one vote per share, or without
voting powers and with such designations, preferences and relative,
participating, optional and other special rights and
qualifications, limitations or restrictions thereof as shall be
expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not expressed
in this Certificate of Incorporation or any amendment thereto
including (but without limiting the generality of the foregoing)
the following:
A. The number of shares constituting such series and
designation thereof to distinguish such shares of such series from
the shares of all other series.
B. The voting powers of such series, whether full, limited
or none, the dividend rate of such series the conditions and dates
upon which such dividends shall be payable, the preference or
relation which such dividends shall bear to the dividends payable
on any other class or classes or on any other series of capital
stock, and whether such dividends shall be cumulative or
non-cumulative.
C. The terms and provisions, governing the redemption of
shares of such series, if redeemable.
D. The terms and provisions governing the operation of
retirement or sinking funds, if any, for the retirement or purchase
of shares of such series.
E. The rights of holders of shares of such series upon the
dissolution of, or upon distribution, of the assets of the
corporation.
F. Whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or
classes or of any other series of any other class or classes of
capital stock of the corporation, and if provision be made for
conversion or exchange the times, prices, rates, adjustments and
other terms and conditions of such conversion or exchange.
G. Any other preferences, any relative, participating
optional and other special rights and qualifications, limitations
or restrictions of such series."
THIRD: On May 4, 1979, at a regular meeting of the Shareholders of SRI
Corporation, the foregoing resolution was duly adopted.
FOURTH: The number of shares of common stock outstanding at the time
of the adoption of the amendment was l,lOO,OOO. The total number of shares
entitled to vote thereon was 1,100,000.
FIFTH: The number of shares voting for and against such amendment is
as follows:
NUMBER OF SHARES NUMBER OF SHARES
VOTING FOR AMENDMENT VOTING AGAINST AMENDMENT
------------------------- -----------------------------
812,528 40,372
IN WITNESS WHEREOF, SRI Corporation has made this certificate under its
seal and the hands of its President and Secretary this 16th day of May, 1979.
SRI CORPORATION
W. Richard Wilson
By: ___________________________
W. Richard Wilson, President
Attest:
Russell Moffett
___________________________
Russell Moffett, Secretary
STATE OF NEW JERSEY: SS
COUNTY OF SUSSEX:
BE IT REMEMBERED, that on this 16th day of May, 1979 before me the
subscriber An Attorney at Law of New Jersey, personally appeared Russell
Moffett who being by me duly sworn on his oath, says that he is the Secretary
of SRI Corporation, the corporation named in the foregoing Instrument; that
he well knows the corporate seal of said corporation; that the seal affixed
to said Instrument is the corporate seal of said corporation; that the said
seal was so affixed and the said Instrument signed and delivered by W.
Richard Wilson, who was at the date hereof the President of said corporation,
in the presence of deponent, and said President, at the same time
acknowledged that he signed and delivered the same as his voluntary act and
deed, and as the voluntary act and deed of said corporation, by virtue of
authority from its Board of Directors, and that deponent, at the same time
subscribed his name to said Instrument as an attesting witness to the
execution thereof.
Russell Moffett
By: ______________________
Russell Moffett
Sworn and Subscribed to
before me, at Branchville,
New Jersey, the date aforesaid.
Lewis P. Dolan, Jr.
_________________________
Lewis P. Dolan, Jr.
Attorney at Law of New Jersey
PAGE
CERTIFICATE OF INCORPORATION FILED and RECORDED
------------------------------ Aug 9, 1977
of GEORGE W. LEE
---- Assistant Secretary
SRI CORPORATION of State
-----------------
THIS IS TO CERTIFY THAT, there is hereby organized a corporation under
and by virtue of N.J.S. 14A:l-1 et seq., the "New Jersey Business Corporation
Act."
1. The name of the corporation is
SRI CORPORATION
2. The address (and zip code) of this corporation's initial registered
office is Wantage Avenue, Branchville, New Jersey O7826.
and the name of this corporation's initial registered agent at such
address is W. Richard Wilson.
3. The purposes for which this corporation is organized are:
To engage in any activity within the purposes for which corporations may
be organized under the "New Jersey Business Corporation Act." N.J.S. 14A:l-1
et seq.
4. The aggregate number of shares which the corporation shall have
authority to issue is: 5,OOO,OOO (five million) shares having a par value of
Four Dollars per share.
5. The first Board of Directors of this corporation shall consist of
eleven Directors and the name and address of each person who is to serve as
such Director is:
Name Address Zip Code
------ ---------- -----------
Richard M. Bartlett Yardley
Pennsylvania l9O67
Ross E. Roe Branchville
New Jersey O7826
Lewis P. Dolan, Jr. 9 Franklin Street
Newton, New Jersey O7860
Gerald S. Shay Branchville
New Jersey O7826
William M. Kearns, Jr Madison
New Jersey O7960
Louis P. Thebault New Vernon
New Jersey
O796O
Frank E. Mazuy Newton
New Jersey 07960
Frank P. Weiler Branchville
New Jersey 07826
Jesse Grant Roe, 2nd Branchville
New Jersey 07826
W. Richard Wilson Newton
New Jersey 07960
William M. Rue 33 Cranbury Neck Road
Cranbury, New Jersey 08512
6. The name and address of each incorporator is:
Name Address Zip Code
------ ---------- -----------
Lewis P. Dolan, Jr. 9 Franklin Street
Newton, New Jersey O786O
IN WITNESS WHEREOF, each individual incorporator, each being over the
age of eighteen years, has signed this Certificate; or if the incorporator be
a corporation, has caused this Certificate to be signed by its authorized
officers, this 4th day of August 1977.
Lewis P. Dolan Jr.
______________________
Lewis P. Dolan Jr.