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EXHIBIT 3.2
RESTATED ARTICLES OF INCORPORATION
OF
SAFECO CORPORATION
(As Amended May 7, 1997)
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 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.
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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 corporation 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.
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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, 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, 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 shall be filled by the Board of
Directors or, if the directors in office constitute fewer than a quorum of the
board of directors, then by the affirmative vote of the majority of all
directors in office.
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.08.4501 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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