Exhibit 3.1
SECOND
RESTATED CERTIFICATE OF INCORPORATION
OF
CIT GROUP INC.
CIT Group Inc., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:
1. The name of the corporation is CIT Group Inc. and the name under which
the corporation was originally incorporated is T-Sub Inc. The date of filing of
its original Certificate of Incorporation with the Secretary of State was March
12, 2001.
2. This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
this corporation as heretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of the Restated
Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is hereby restated without further amendments or changes to read as
herein set forth in full:
RESTATED CERTIFICATE OF INCORPORATION
OF
CIT GROUP INC.
First: The name of the corporation is CIT Group Inc. (the
"Corporation").
Second: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware, and the name of the registered agent
at such address is The Corporation Trust Company.
Third: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "General Corporation Law").
Fourth: (a) The total number of shares of stock that the Corporation
shall have authority to issue is Seven Hundred Million (700,000,000), consisting
of (i) One Hundred Million (100,000,000) shares of preferred stock, par value
$.01 per share (the "Preferred Stock") and (ii) Six Hundred Million
(600,000,000) shares of common stock, par value $.01 per share (the "Common
Stock").
(b) The board of directors of the Corporation (the "Board of
Directors") is hereby expressly authorized at any time and from time to time to
provide for the issuance of all or any shares of the Preferred Stock in one or
more classes or series and, by filing a certificate pursuant to the applicable
law of the State of Delaware (a "Preferred Stock Designation"), to establish the
number of shares to be included in each such class or series and to fix for each
such class or series such voting powers, full or limited, or no voting powers,
and
such distinctive designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of such
class or series and to the fullest extent as may now or hereafter be permitted
by the General Corporation Law, including, without limiting the generality of
the foregoing, the authority to provide that any such class or series may be (i)
subject to redemption at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference to,
or in such relation to, the dividends payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, or other securities
or property, of the Corporation at such price or prices or at such rates of
exchange and with such adjustments; all as may be stated in such resolution or
resolutions. Unless otherwise provided in such resolution or resolutions
providing for any class or series of Preferred Stock, shares of Preferred Stock
of such class or series which shall be issued and thereafter acquired by the
Corporation through purchase, redemption, exchange, conversion or otherwise
shall return to the status of authorized but unissued Preferred Stock.
(c) The Common Stock shall be subject to the express terms of
the Preferred Stock and any series thereof. Except as may be provided in this
Certificate of Incorporation or in a Preferred Stock Designation or by
applicable law, the holders of shares of Common Stock shall be entitled to one
vote for each such share upon all questions presented to the stockholders, the
Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes, and holders of Preferred Stock shall not
be entitled to receive notice of any meeting of stockholders at which they are
not entitled to vote. The holders of the shares of Common Stock shall at all
times, except as otherwise provided in this Certificate of Incorporation or as
required by law, vote as one class, together with the holders of any other class
or series of stock of the Corporation accorded such general voting rights.
(d) The number of authorized shares of any class or classes of
stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote and not by a vote of each class of
stock.
Fifth: In furtherance of, and not in limitation of, the powers
conferred by law, the Board of Directors is expressly authorized and empowered:
(1) to adopt, amend or repeal the by-laws of the Corporation (the
"By-Laws"), provided that the By-Laws adopted by the Board of Directors
under the powers hereby conferred may be amended or repealed by the Board
of Directors or by the stockholders having voting power with respect
thereto, provided further that, in the case of the stockholders, the
affirmative vote of the holders of at least 662/3% of the voting power of
the then outstanding Voting Stock, voting as a single class, shall be
required in order for the stockholders to alter, amend or repeal any
provisions of the By-Laws or adopt any additional By-Laws; and
(2) from time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of the Corporation, or any of them, shall be open to
inspection of
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stockholders; and, except as so determined or as expressly provided in
this Certificate of Incorporation or in any Preferred Stock Designation,
no stockholder shall have any right to inspect any account, book or
document of the Corporation other than such rights as may be conferred by
applicable law.
The Corporation may in its By-Laws confer powers upon its directors in addition
to the foregoing and in addition to the powers and authorities expressly
conferred upon them by the laws of the State of Delaware.
Sixth: (a) Subject to the rights of the holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed in such manner as may be
prescribed by the By-Laws and may be increased or decreased from time to time in
such a manner as may be prescribed by the By-Laws. Unless and except to the
extent that the By-Laws of the Corporation shall so require, the election of
directors of the Corporation need not be by written ballot.
(b) Subject to the rights of the holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances, at
each annual meeting of the stockholders of the Corporation, directors shall be
elected in accordance with the provisions of the By-Laws to hold office for a
term expiring at the next annual meeting of the stockholders of the Corporation
and until their successors shall be elected and qualified, subject to their
prior death, resignation, retirement disqualification or removal from office.
(c) Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, vacancies
resulting from death, resignation, retirement, disqualification, removal from
office or other cause, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled only by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board of Directors, or the sole remaining director, and directors
so chosen shall hold office for a term expiring at the next annual meeting of
stockholders and until their successors shall have been duly elected and
qualified, subject to their prior death, resignation, retirement
disqualification or removal from office. No decrease in the number of authorized
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
(d) Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, any director
may be removed from office at any time, but only for cause and by the
affirmative vote of the holders of at least 662/3% of the voting power of the
then outstanding Voting Stock, voting as a single class.
Seventh: (a) Subject to the rights of the holders of any class or series
of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of the stockholders of the Corporation and may not be effected
by any consent in writing in lieu of a meeting of the stockholders of the
Corporation.
(b) Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
stockholders of the Corporation shall be given in the manner prescribed in the
By-Laws. At any annual meeting or special meeting of stockholders of the
Corporation, only such business shall be
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conducted as shall have been brought before such meeting in the manner
prescribed in the By-Laws.
(c) Unless otherwise prescribed by law or this Certificate of
Incorporation, special meetings of stockholders of the Corporation may be held
at any time, but only when called by the Board of Directors.
Eighth: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) for liability under Section 174 of the General Corporation Law or
(ii) for liability, subject to any and all other requirements for liability, (a)
for any breach of such director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or (c) for any transaction
from which such director derived an improper personal benefit. Neither the
amendment nor repeal of this Article EIGHTH shall adversely affect any right or
protection of any director of the Corporation existing hereunder with respect to
any act or omission occurring prior to such amendment or repeal. If the General
Corporation Law shall be amended to authorize corporate action further
eliminating or limiting the liability of directors, then each director of the
Corporation, in addition to the circumstances in which such director shall not
be liable immediately prior to such amendment, shall be exempt from and free of
liability to the fullest extent permitted by the General Corporation Law as so
amended.
Ninth: Each person who is or was a director or officer of the Corporation
shall be indemnified by the Corporation to the fullest extent permitted from
time to time by the General Corporation Law as the same presently exists or may
hereafter be amended (but, if permitted by applicable law, in the case of any
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior to such amendment)
or any other applicable law as presently or hereafter in effect. The Corporation
may, by action of the Board of Directors, provide indemnification to employees
and agents (in addition to directors and officers) of the Corporation, to the
directors, officers, employees or agents of any direct or indirect subsidiary of
the Corporation and to each person serving as a director, officer, partner,
member, employee or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, at the request of the
Corporation, with the same scope and effect as the foregoing indemnification of
directors and officers of the Corporation. The Corporation shall, be required to
indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors or is a proceeding to enforce such
person's claim to indemnification pursuant to rights granted in this Certificate
of Incorporation or otherwise by the Corporation. Without limiting the
generality or effect of the foregoing, the Corporation may adopt by-laws or
enter into one or more agreements with any persons or persons which provide for
indemnification greater or different than that provided in this Article NINTH.
Any amendment or repeal of this Article NINTH shall not adversely affect any
right or protection existing hereunder in respect of any act or omission
occurring prior to such amendment or repeal. The indemnification provided for
herein shall not be deemed exclusive of any other rights to which any person
seeking indemnification may be entitled, whether as a matter of law or
otherwise, and shall inure to the benefit of the heirs, executors and
administrators of such person.
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Tenth: (a) Except as may be expressly provided in this Certificate of
Incorporation, the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation or in any Preferred Stock Designation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added hereto or inserted herein, in the manner now or hereafter
prescribed herein or by applicable law, and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors, officers
or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
this reservation, provided that any amendment or repeal of Article EIGHTH or
Article NINTH of this Certificate of Incorporation shall not adversely affect
any right or protection existing thereunder in respect of any act or omission
occurring prior to such amendment or repeal, and provided further that no
Preferred Stock Designation shall be amended after issuance of any shares of any
series of Preferred Stock created thereby, except in accordance with the terms
of such Preferred Stock Designation and the requirements of applicable law.
(b) For purposes of this Certificate of Incorporation, "Voting
Stock" means the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, and in addition
to approval of the Board of Directors, the affirmative vote of the holders of at
least 662/3% of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to amend, repeal or adopt any
provision inconsistent with (i) paragraph (1) of Article FIFTH, (ii) Article
SIXTH, (iii) Article SEVENTH or (iv) paragraph (b) of this Article TENTH.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors in accordance with Sections 245 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by Albert R. Gamper, Jr., its Chairman, President and Chief Executive
Officer, this ___ day of July, 2003.
CIT Group Inc.
By:
-----------------------------------
Name: Albert R. Gamper, Jr.
Title: Chairman, President and
Chief Executive Officer
ATTEST:
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Robert J. Ingato, Secretary
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