CERTIFICATE OF INCORPORATION
OF
HARRIS & HARRIS GROUP, INC.
1. The name of the Corporation is Harris & Harris Group, Inc.
2. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business
Corporation Law. The Corporation is not formed to engage in any act or
activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained.
3. The office of the Corporation is to be located in the County of
New York and State of New York.
1
4. The aggregate number of shares which the Corporation shall have
authority to issue is 27,000,000 shares, consisting of 25,000,000 shares of
Common Stock, par value one cent ($.01) per share, and 2,000,000 shares of
Preferred Stock, par value ten cents ($.10) per share. The designations,
relative rights, preferences and limitations of the shares of each class shall
be as follows: Subject to the provisions hereof, the Board of Directors is
hereby expressly authorized to divide shares of Preferred Stock into one or
more series, to issue the shares of Preferred Stock in such series, and to fix
the number of shares to be included in each series, and the designation,
relative rights, preferences and limitations of all shares of each series.
The authority of the Board of Directors with respect to each series shall
include, without limitation, the determination of any or all of the following
matters:
(a) the number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the
shares of all other series;
(b) the annual dividend rate on the shares of such series and whether
such dividends shall be cumulative and, if cumulative, the date
from which dividends shall accumulate;
(c) the redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
(d) the preference, if any, of shares of such series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation;
(e) the voting rights (including but not limited to, the number of
votes per share), if any, of shares of such series in addition to
voting rights prescribed by law, and the terms, if any, of such voting
rights;
(f) the rights, if any, of shares of such series to be converted into
shares of any other class or series, including Common Stock, and the
terms and conditions of such conversion;
(g) the terms or amount of any sinking fund provided for the purchase
or redemption of such series; and
(h) any other relative rights, preferences and limitations of such
series.
The shares of each series of Preferred Stock may vary from the shares of any
other series of Preferred Stock as to any of such matters.
5. Each share of Common Stock shall be equal in all respects to every
other share of Common Stock.
2
6. No shareholder of the Corporation shall have preemptive or
preferential rights to any shares of any class of stock of the Corporation or
obligations convertible into stock of the Corporation whether now or hereafter
authorized.
7. The Secretary of State is designated as the agent of the
Corporation upon whom process against it may be served. The post office
address to which the Secretary of State shall mail a copy of any process
against the Corporation served upon him is:
One Rockefeller Plaza
Suite 1430
New York, New York 10020
Attention: The Chairman of the Board of Directors
8. Each person who at any time is or was a director or officer of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted by the New York Business Corporation Law as it may be amended or
interpreted from time to time, including the advancing of expenses, subject to
any limitations imposed by the Investment Company Act of 1940 and the Rules
and Regulations promulgated thereunder. Furthermore, to the fullest extent
permitted by New York law, as it may be amended or interpreted from time to
time, subject to the limitations imposed by the Investment Company Act of 1940
and the Rules and Regulations promulgated thereunder, no director or officer
of the Corporation shall be personally liable to the Corporation or its
stockholders for any act or failure to act in any capacity for which such
person would be entitled to indemnification hereunder. No amendment of the
Certificate of Incorporation of the Corporation or repeal of any of its
provisions shall limit or eliminate any of the benefits provided to any person
who at any time is or was a director or officer of the Corporation under this
Article in respect of any act or omission that occurred prior to such
amendment or repeal.
3
IN WITNESS WHEREOF, we have made and signed this certificate this 27th day of
December, A.D. 1995 and we affirm the statements contained therein as true
under penalties of perjury.
/s/____________________________________
Robert B. Schulz, President
/s/____________________________________
Susan Neissa-Carey, Corporate Secretary
4