8
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
RAYMOND JAMES FINANCIAL, INC.
ARTICLE I
Name
The name of this corporation shall be: RAYMOND JAMES
FINANCIAL, INC.
ARTICLE II
Term of Existence
The duration of this corporation is to be perpetual.
ARTICLE III
Purposes
The principal purposes of the corporation shall be:
To engage in and carry on a general securities
brokerage and financial business.
To underwrite, subscribe for, buy, sell, pledge,
mortgage, hold and otherwise deal in stocks, bonds,
obligations or securities of any private or public
corporation, government or municipality, trusts, syndicates,
partnerships or individuals and to do any other act or thing
permitted by law for the preservation, protection,
improvement or enhancement of the value of such shares of
stock, bonds, securities or other obligations including the
right to vote thereon.
To undertake and carry on any business transaction or
operation commonly carried on or undertaken by capitalists,
promoters, financiers, contractors, merchants, commission
men or agents.
To promote or assist financially or otherwise,
corporations, syndicates, partnerships, individuals or
associations of all kinds and to give any guarantee in
connection therewith for the payment of money or for the
performance of any obligation or undertaking.
To deal in shares, stocks, bonds, notes, debentures, or
other evidence of indebtedness or securities of any domestic
or foreign corporations, or mutual investment companies,
either as principal, or as agent or broker, or otherwise.
To acquire by lease, purchase, gift, devise, contract,
concession, or otherwise, and to hold, own, develop,
explore, exploit, improve, operate, lease, enjoy, control,
manage, or otherwise turn to account, mortgage, grant, sell,
exchange, convey, or otherwise dispose of, wherever
situated, within or without the State of Florida, any and
all real estate, lands, options, concessions, grants, land
patents, franchises, rights, privileges, easements,
tenements, estates, hereditaments, interests, and properties
of every kind, nature and description whatsoever.
To acquire, and to make payment therefor in cash or the
stock or bonds of the corporation, or by undertaking or
assuming the obligations and liabilities of the transferor,
or in any other way, the good will, rights and property, the
whole or any part of the assets, tangible or intangible, and
to undertake or assume the liabilities of, any person, firm,
association or corporation, to hold or in any manner dispose
of the whole or any part of the property so purchased, to
conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all of the powers
necessary or convenient for the conduct and management
thereof.
To adopt, apply for, obtain, register, produce, take,
purchase, exchange, lease, hire, acquire, secure, own, hold,
use, operate, contract, or negotiate for, take licenses or
other rights in respect of, sell, transfer, grant licenses
and rights in respect of, manufacture under, introduce,
sell, assign, collect the royalties on, mortgage, pledge,
create liens upon, or otherwise dispose of, deal in, and
turn to account, letters patent, patents, patent rights,
patents applied for or to be applied for, trade-marks, trade
names and symbols, distinction marks and indications of
origin or ownership, copyrights, syndicate rights,
inventions, discoveries, devices, machines, improvements,
licenses, processes, data, and formulae of any and all kinds
granted by, or recognized under or pursuant to laws of the
United States of America, or of any other country or
countries whatsoever, and with a view to the working and
development of the same, to carry on any business, whether
manufacturing or otherwise, which the corporation may think
calculated, directly or indirectly, to effectuate these
objects.
To manufacture, purchase, or otherwise acquire, hold,
own, sell, assign, transfer, lease, exchange, invest in,
mortgage, pledge, or otherwise encumber or dispose of and
generally deal and trade in and with, both within and
without the State of Florida, and in any part of the world,
goods, wares, merchandise, and property of every kind,
nature and description.
To enter into, make and perform contracts of every kind
and description with any person, firm, association or
corporation, municipality, body politic, country, territory,
state, government or colony or dependency thereof.
To borrow or raise money for any of the purposes of the
corporation, without limit as to amount, and in connection
therewith to grant collateral or other security either alone
or jointly with any other person, firm or corporation, and
to make, execute, draw, accept, endorse, discount, pledge,
issue, sell or otherwise dispose of promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and
other evidences of indebtedness, negotiable or non-
negotiable, transferable or non-transferable, and to confer
upon the holders of any of its obligations such powers,
rights and privileges as from time to time may be deemed
advisable by the Board of Directors, to the extent permitted
under the General Corporation Law of the State of Florida;
to lend and advance money, extend credit, take notes, open
accounts and every kind and nature of evidence of
indebtedness and collateral security in connection
therewith.
To purchase or otherwise acquire, hold, sell, pledge,
transfer or otherwise dispose of shares of its own capital
stock, provided that the funds or property of the
corporation shall not be used for the purchase of its own
shares of capital stock when such use would cause any
impairment of the capital of the corporation and provided
further, that shares of its own capital stock belonging to
the corporation shall not be voted upon directly or
indirectly.
To have one or more offices, conduct and carry on its
business and operations and promote its objects within and
without the State of Florida, in other states, the District
of Columbia, the territories, colonies and dependencies of
the United States, and in foreign countries, without
restriction as to place or amount, but subject to the laws
of such state, district, territory, colony, dependency or
country.
To engage in any other business or businesses, whether
related thereto or not, as may be approved by the Board of
Directors and which businesses are permitted by law.
In general to do any or all of the things herein set
forth to the same extent as natural persons might or could
do and in any part of the world, as principals, agents,
contractors, trustees, or otherwise, within or without the
State of Florida, either alone or in company with others,
and to carry on any other business in connection therewith,
whether manufacturing or otherwise, and to do all things not
forbidden, and with all the powers conferred upon
corporations by the laws of the State of Florida.
It is the intention that each of the objects, purposes
and powers specified in each of the paragraphs of this third
article of this Certificate of Incorporation shall, except
where otherwise specified, be nowise limited or restricted
by reference to or inference from the terms of any other
paragraph or of any other article in this Certificate of
Incorporation, but that the objects, purposes and powers
specified in this article and in each of the articles or
paragraphs of this Certificate shall be regarded as
independent objects, purposes and powers, and the
enumeration of specific purposes and powers shall not be
construed to restrict in any manner the general terms and
powers of this corporation, nor shall the expression of one
thing be deemed to exclude another, although it be of like
nature. The enumeration of objects or purposes herein shall
not be deemed to exclude or in any way limit by inference
any powers, objects, or purposes which this corporation is
empowered to exercise, whether expressly by force of the
laws of the State of Florida, now or hereafter in effect, or
impliedly by any reasonable construction of said law.
ARTICLE IV
Stock Clause
Shares Authorized. The aggregate number of shares of
stock which this corporation shall have authority to issue
shall be fifty million (50,000,000) shares of common stock,
each with a par value of one cent ($.01) and ten million
(10,000,000) shares of preferred stock, each with a par
value of ten cents ($.10).
ARTICLE V
Vote to Effect Business Combination
The affirmative vote of two-thirds (2/3) of all the
shares outstanding and entitled to vote shall be required to
approve any of the following:
(a). any merger or consolidation of the
corporation with or into any other corporation;
(b). any share exchange in which a corporation,
person, or entity acquires the issued or outstanding shares
of stock of this corporation pursuant to a vote of
stockholders;
(c). any sale, lease, exchange or other transfer
of all, or substantially all, of the assets of this
corporation to any other corporation, person or entity;
(d). any transaction similar to, or having a
similar effect as, any of the foregoing transactions.
Such affirmative vote shall be in lieu of the vote of
stockholders otherwise required by law.
ARTICLE VI
Pre-Emptive Rights
No holder of any shares of stock of the corporation
shall have any pre-emptive rights whatsoever to subscribe
for or acquire additional shares of the corporation of any
class, whether such shares shall be hereby or hereafter
authorized; and no holder of shares shall have any right to
subscribe to or acquire any shares which may be held in the
treasury of the corporation; nor shall any holder have a
right to subscribe to or acquire any bonds, certificates of
indebtedness, debentures or other securities convertible
into stock, or carrying any right to purchase stock. All
such additional or treasury shares or securities convertible
into stock or carrying any right to purchase stock may be
sold for such consideration, at such time, on such terms and
to such person or persons, firms, corporations or
associations as the Board of Directors may from time to time
determine.
ARTICLE VII
Directors
A. Number
The business of the corporation shall be managed
initially by a board of not less than three (3) directors.
The number of directors may, as provided in the by-laws, be
from time to time increased or decreased, but shall never be
less than three (3) nor more than thirteen (13).
B. Interested Directors
No contract or other transaction between this
corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other
corporation is owned by this corporation, and no act of this
corporation, shall in any way be affected or invalidated by
the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation. Any director
individually, or any firm of which such director may be a
member, may be a party to, or may be pecuniarily or
otherwise interested in, any contract or transaction of the
corporation, provided that the fact that he or such firm is
so interested shall be disclosed or shall have been known to
the Board of Directors, or a majority thereof. Any director
of this corporation who is also a director or officer of
such other corporation, or who is so interested, may be
counted in determining the existence of a quorum at any
meeting of the Board of Directors of this corporation that
shall authorize such contract or transaction, and may vote
thereat to authorize such contract or transaction, with like
force and effect as if he were not such director or officer
of such other corporation or not so interested.
C. Authority to Make Long-Term Employment Contracts
The Board of Directors may authorize the
corporation to enter into employment contracts with any
executive officer for periods longer than one year, and any
charter or by-law provision for annual election shall be
without prejudice to the contract rights, if any, of any
executive officer under such contract.
D. Reliance on Corporation Books
Each officer, director, or member of any committee
designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in
good faith upon the books of account or reports made to the
company by any of its officials or by an independent public
accountant or by an appraiser selected with reasonable care
by the Board of Directors or by any such committee or in
relying in good faith upon other records of the company.
ARTICLE VIII
Amendment
These Articles of Incorporation may be amended in the
manner provided by law. Every amendment shall be approved
by the Board of Directors, proposed by them to the
stockholders, and approved at a stockholders' meeting by a
majority of the stock entitled to vote thereon; provided,
however, that the provisions set forth in Article V may not
be altered, amended or repealed unless such alteration,
amendment or repeal is approved by the affirmative vote of
two-thirds (2/3) of all of the shares outstanding and
entitled to vote.
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