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Exhibit 3
RESTATED ARTICLES OF INCORPORATION
OF
SAFECO CORPORATION
(As Amended May 1, 1996)
ARTICLE I
NAME
The name of this corporation is and shall be, SAFECO Corporation.
ARTICLE II
OBJECTS
The objects for which this corporation is formed are and shall be as
follows:
1. To invest and deal with the monies of the corporation in any
manner, and to acquire by purchase, by the exchange of stock or other
securities of the corporation, by subscription or otherwise and to invest in,
hold for investment or for any other purpose and to deal in and to use, sell,
pledge or otherwise dispose of any stocks, bonds, notes, debentures and other
securities and obligations of any government, state, municipality, corporation,
association or partnership, domestic or foreign, and while owner of any such
stocks, bonds, notes, debentures or other securities or obligations, to
exercise all the rights, powers and privileges of ownership, including among
other things the right to vote for any and all purposes.
2. To aid in any lawful manner by loan, subsidy, guaranty or
otherwise, any company whose stock, bonds, notes, debentures or other
securities or obligations are held or controlled directly or indirectly by the
corporation, and to do any and all lawful acts or things necessary or advisable
to protect, preserve, improve or enhance the value of any such stocks, bonds,
notes, debentures or other securities or obligations.
3. To guarantee and to assume the payment of any dividends on any
shares of the capital stock of any company in which the corporation may either
directly or indirectly have an interest as stockholder or otherwise, and to
assume and to guarantee by endorsement or otherwise the payment of the
principal of and the interest on bonds, notes or other obligations created or
to be created by any such company.
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4. To make and enter into all manner and kinds of contracts,
agreements and obligations for the purchasing, acquiring, holding, using,
dealing in, selling or otherwise disposing of any and all kinds of property,
real and personal.
5. To borrow money, to issue bonds, debentures, notes or other
obligations secured or unsecured of the corporation; to secure any of the same
by mortgage or mortgages or deed or deeds of trust or pledge or other lien upon
any or all of the property, rights, and privileges of the corporation
wheresoever situate, acquired or to be acquired; to confer upon the holders of
any debentures, bonds, notes or other obligations of the corporation, secured
or unsecured, the right to convert the same into any class of stock of any
series of the corporation now or hereafter to be issued upon such terms as
shall be fixed by the Board of Directors; to sell, to pledge and to otherwise
dispose of any or all bonds, debentures, notes or other obligations of the
corporation.
6. To deal in stocks and securities either as an agent or broker or
underwriter, or otherwise; to make advances or loans, upon the pledge of
securities to be bought, sold or otherwise dealt in, or without security, so
far as may be permitted by law.
7. To have and exercise all of the powers now or hereafter conferred
by the laws of the State of Washington upon corporations organized under the
laws under which this corporation is organized, and any and all acts amendatory
thereof and supplemental thereto, including the power to subscribe for the
stock of other corporations, and to allow other corporations to subscribe for
stock in this corporation and to own shares of stock and exercise all the
powers incidental to such ownership.
8. To conduct business in any state, district, territory or colony
of the United States, and in foreign countries, with power to hold, purchase,
mortgage and convey real and personal property in any and all such places.
9. Generally to carry on and undertake any other lawful business of
the same general nature, which may from time to time seem to the directors of
the corporation capable of being conveniently carried on in connection with the
above objects, or calculated directly or indirectly to render valuable or
enhance the value of any of the corporation's properties, privileges or rights.
10. Generally to perform any and all acts connected with, arising
from or incidental to the business to be carried on by
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the corporation, and to do all acts proper and necessary for the purposes of
its business.
The foregoing clauses shall be construed both as objects and powers;
and it is expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of the
corporation, and that the corporation may do all and everything reasonably
necessary for the accomplishment of any of the objects or powers hereinbefore
enumerated, either alone or in association with other corporations,
associations, firms or individuals to the same extent and as fully as
individuals might or could do as principals, agents, contractors or otherwise.
ARTICLE III
CAPITAL STOCK
1. The aggregate number of shares of Common Stock ("Common Stock")
which the corporation shall have authority to issue is Three Hundred Million
(300,000,000). Such shares shall consist of one class only and shall be
without par value. The aggregate number of shares of Preferred Stock, no par
value ("Preferred Stock"), which the corporation shall have authority to issue
is Ten Million (10,000,000). The Board of Directors is hereby vested with
authority to divide from time to time any or all of the Preferred Stock into
one or more series, and within the limitations set forth in the Washington
Business Corporation Act (as amended from time to time) to fix and determine or
to amend the relative rights and preferences of any such series.
2. Each holder of Common Stock shall at all times and for all
purposes be entitled to one (1) vote for each share of Common Stock then of
record in the stockholder's name on the books of the corporation. Each holder
of a share of Preferred Stock shall be entitled to such voting rights as shall
be determined by the Board of Directors in fixing and determining the rights
and preferences of the particular series of Preferred Stock to which such share
pertains.
3. Each stockholder of the corporation entitled to vote at any
election of directors shall have the right to vote in person or by proxy the
number of shares owned by such stockholder for as many directors as there are
to be elected and for whose election the shareholder has a right to vote. Such
votes may not be cumulated.
4. All shares of stock heretofore issued by this corpora-
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tion are fully paid and nonassessable, and no holder or owner of any such
shares shall have any further liability to the corporation in respect of such
shares.
5. Upon the issue of any additional shares of Common or Preferred
Stock by this corporation and the receipt by this corporation of such
consideration for such shares as shall be fixed from time to time by resolution
of the Board of Directors, such stock shall be fully paid and nonassessable,
and there shall be no other or further liability upon such stock to the
corporation by any owner or holder thereof.
6. The right to subscribe for new, additional or unissued shares of
any class of the corporation's stock shall be as the Board of Directors shall
from time to time determine, and no stockholders shall have any right to
subscribe thereto except as such right may from time to time be granted by the
Board of Directors.
ARTICLE III-A
The amount of the capital stock of this corporation consisting of
"initial non-par value capital," with which this corporation will begin to
carry on business, shall be Five Hundred ($500.00) Dollars, and shall be fully
subscribed before this corporation shall begin business.
ARTICLE IV
The duration of this corporation, that is to say, its time of
existence, shall be perpetual.
ARTICLE V
DIRECTORS
1. The number of directors constituting the Board of Directors of
the Corporation shall be fixed in the manner provided in the Bylaws. A
director need not be a shareholder. The election of directors need not be by
ballot unless the bylaws so require. Beginning at the 1986 annual meeting of
shareholders, the directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. At the 1986 annual meeting of shareholders, Class I
directors shall be elected for a one-year term, Class II directors for a
two-year term and Class III directors for a three-year term. At each
succeeding annual meeting of shareholders beginning in 1987,
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successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional directors of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
2. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the
directors then in office, and any other vacancy occurring on the Board of
Directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of such director's predecessor.
3. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of these Restated Articles of Incorporation applicable thereto,
and such directors so elected shall not be divided into classes pursuant to
this Article V unless expressly provided by such terms.
4. Any amendment, change or repeal of this Article or any other
amendment to these Restated Articles of Incorporation which will have the
effect of modifying or permitting circumvention of this Article V shall require
the favorable vote, at a shareholders' meeting, of the holders of at least 67%
of the then outstanding shares of capital stock of the Corporation entitled to
vote.
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ARTICLE VI
PRINCIPAL PLACE OF BUSINESS
The name of the City and County in which the principal place of
business of the company is to be and shall be located is the City of Seattle,
and County of King, in the State of Washington.
ARTICLE VII
BYLAWS
The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors, subject to the power of the shareholders to change or
repeal such bylaws; provided, however, that the Board of Directors shall not
make or alter any bylaws fixing their qualifications, classifications, or terms
of office.
ARTICLE VIII
DIRECTOR LIABILITY
1. A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for conduct as a
director, except for liability (i) for acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct violating RCW 23A.08.450(1) of the Washington
Business Corporation Act or (iii) for any transaction for which the director
will personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Business Corporation Act
is amended to authorize further elimination or limitation of the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
Washington Business Corporation Act, as so amended, without further shareholder
action.
2. Any repeal or modification of Section 1 of this Article VIII
shall not result in any liability of a director with respect to any action or
omission which occurred prior to such repeal or modification.
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(1)Recodified as 23B.08.310 as of July 1, 1990.
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