EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
of
GENERAL MILLS, INC., AS AMENDED
ARTICLE I
The name of this Corporation is General Mills, Inc.
ARTICLE II
The address of its registered office in the State of Delaware is 1209
Orange Street in the City of Wilmington, County of New Castle, and the name of
its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares of capital stock which may be issued by the
Corporation is one billion five million (1,005,000,000), of which one billion
(1,000,000,000) shares ($.10 par value) shall be Common Stock and five million
(5,000,000) shares, without par value, shall be Cumulative Preference Stock.
(1) PROVISIONS RELATING TO COMMON STOCK
(a) Each share of Common Stock shall, subject to paragraph (f) of
Section (2), have one vote and, except as provided by resolution or resolutions
adopted by the Board of Directors providing for the issue of any series of
Cumulative Preference Stock, the exclusive voting power for all purposes shall
be vested in the holders of the Common Stock.
(b) No holder of Common Stock as such shall have any preemptive right
to subscribe to stock, obligations, warrants, rights to subscribe to stock or
other securities of the Corporation of any class, whether now or hereafter
authorized.
(c) Subject to the provisions of law and preference of the Cumulative
Preference Stock, dividends may be paid on the Common Stock of the Corporation
at such time and in such amounts as the Board of Directors may deem advisable.
(d) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled, after payment or provision for payment of the debts and other
liabilities of the Corporation and the amounts to which holders of Cumulative
Preference Stock shall be entitled, to the remaining net assets of the
Corporation.
-1-
(2) PROVISIONS RELATING TO CUMULATIVE PREFERENCE STOCK
(a) The Cumulative Preference Stock may be issued from time to time in
one or more series, each of such series to have such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are stated and expressed
herein and in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors as hereinafter provided.
(b) Authority is hereby expressly granted to the Board of Directors,
subject to the provisions of this Article IV, to authorize the issue of one or
more series of Cumulative Preference Stock and with respect to each series to
fix by resolution or resolutions providing for the issue of such series:
(i) The number of shares to constitute such series and the
distinctive designation thereof;
(ii) The dividend rate or rates to which such shares shall be
entitled and the restrictions, limitations and conditions upon the payment of
such dividends, the date or dates from which dividends shall accumulate and the
quarterly dates on which dividends, if declared, shall be payable;
(iii) Whether or not the shares of such series shall be
redeemable, the limitations and restrictions with respect to such redemptions,
the manner of selecting shares of such series for redemption if less than all
shares are to be redeemed, and the amount, if any, in addition to any accrued
dividends thereon which the holder of shares of such series shall be entitled to
receive upon the redemption thereof, which amount may vary at different
redemption dates and may be different with respect to shares redeemed through
the operation of any retirement or sinking fund and with respect to shares
otherwise redeemed;
(iv) The amount in addition to any accrued dividends thereon
which the holders of shares of such series shall be entitled to receive upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, which amount may vary depending on whether such liquidation,
dissolution or winding up is voluntary or involuntary and, if voluntary, may
vary at different dates (the amount so payable upon such involuntary
liquidation, dissolution or winding up, exclusive of accrued dividends, being
hereinafter sometimes called the "involuntary liquidation value");
(v) Whether or not the shares of such series shall be subject
to the operation of a purchase, retirement or sinking fund, and, if so, whether
such retirement or sinking fund shall be cumulative or non-cumulative, the
extent to and the manner in which such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation thereof;
(vi) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of stock of any other class or
classes, or of any other series of the same class, and if so convertible or
exchangeable, the price or prices or the rate or rates of conversion or exchange
and the method, if any, of adjusting the same;
(vii) The voting powers, if any, of such series in addition to
the voting powers provided in paragraph (f) of this Section (2); and
(viii) Any other preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof as shall not be inconsistent with this Section (2).
(c) All shares of any one series of Cumulative Preference Stock shall
be identical with each other in all respects, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be cumulative; and all series shall rank equally and be identical
in all respects, except as permitted by the foregoing provisions of paragraph
(b) of this Section (2).
-2-
(d) Before any dividends on any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock (other than
dividends payable in shares of any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock) shall be declared or paid or
set apart for payment, the holders of shares of Cumulative Preference Stock of
each series shall be entitled to such cash dividends, but only when and as
declared by the Board of Directors out of funds legally available therefor, as
they may be entitled to in accordance with the resolution or resolutions adopted
by the Board of Directors providing for the issue of such series, payable
quarterly on such dates as may be fixed in such resolution or resolutions in
each year. Such dividends shall be cumulative from the date or dates fixed in
the resolution or resolutions adopted by the Board of Directors providing for
the issue of such series. Dividends in full shall not be declared or paid or set
apart for payment on the Cumulative Preference Stock of any one series for any
dividend period unless dividends in full have been declared or paid or set apart
for payment on the Cumulative Preference Stock of all series for all dividend
periods terminating on the same or any earlier date. When the dividends are not
paid in full on all series of the Cumulative Preference Stock, the shares of all
series shall share ratably in the payment of dividends, including accumulations,
if any, in accordance with the sums which would be payable on said shares if all
dividends were declared and paid in full. A "dividend period" is the period
between any two consecutive dividend payment dates (or, when shares are
originally issued, the period from the date from which dividends are cumulative
to the first dividend payment date) as fixed for a particular series. Accruals
of dividends shall not bear interest.
(e) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation shall be made to or set apart for
the holders of shares of any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock, the holders of the shares of
each series of the Cumulative Preference Stock shall be entitled to receive
payment of the amount per share fixed in the resolution or resolutions adopted
by the Board of Directors providing for the issuance of the shares of such
series, plus an amount equal to all dividends accrued thereon to the date of
final distribution to such holders; but they shall be entitled to no further
payment. If, upon any liquidation, dissolution or winding up of the Corporation,
the assets of the Corporation, or proceeds thereof, distributable among the
holders of the shares of the Cumulative Preference Stock shall be insufficient
to pay in full the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders ratably in accordance
with the respective amounts which would be payable on such shares if all amounts
payable thereon were paid in full. For the purposes of this paragraph (e), the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Corporation or a consolidation or merger of the Corporation with one or more
corporations shall not be deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary.
(f) So long as any of the Cumulative Preference Stock is outstanding
the Corporation
(i) will not declare or pay, or set apart for payment, any
dividends (other than dividends payable in shares of any class or classes of
stock of the Corporation ranking junior to the Cumulative Preference Stock), or
make any distribution, on any class or classes of stock of the Corporation
ranking junior to the Cumulative Preference Stock, and will not redeem, purchase
or otherwise acquire, directly or indirectly, whether voluntarily, for a sinking
fund, or otherwise, any shares of any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock, if at the time of
making such declaration, payment, setting apart, distribution, redemption,
purchase or acquisition the Corporation shall be in default with respect to any
dividend payable on or any obligation to retire shares of Cumulative Preference
Stock, provided that notwithstanding the foregoing the Corporation may at any
time redeem, purchase or otherwise acquire shares of stock of any such junior
class in exchange for, or out of the net cash proceeds from the concurrent sale
of, other shares of stock of any such junior class;
(ii) will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of all the Cumulative Preference Stock at the time
outstanding, given in person or by proxy, either in writing or by resolution
adopted at a meeting (which may be an annual meeting) called for the purpose, at
which the holders of the Cumulative Preference Stock, regardless of series,
shall vote separately as a class, amend, alter or repeal (by any means,
including, without limitation, merger or consolidation) any of the provisions of
this Section (2) so as adversely to affect the preferences, rights or powers of
the Cumulative Preference Stock; and
-3-
(iii) will not, without the affirmative vote or consent of the
holders of at least 66-2/3% of any adversely affected series of the Cumulative
Preference Stock at the time outstanding, given in person or by proxy, either in
writing or by resolution adopted at a meeting (which may be an annual meeting)
called for the purpose (the holders of such series of the Cumulative Preference
Stock consenting or voting, as the case may be, separately as a class), amend,
alter or repeal (by any means, including, without limitation, merger or
consolidation) any of the provisions herein or in the resolution or resolutions
adopted by the Board of Directors providing for the issue of such series so as
adversely to affect the preferences, rights or powers of the Cumulative
Preference Stock of such series; provided, however, that any vote or consent
required by subparagraph (ii) above may be given or made effective by the filing
of an appropriate amendment of the Corporation's Restated Certificate of
Incorporation without obtaining the vote or consent of the holders of the Common
Stock of the Corporation, the right to give such vote or consent being expressly
waived by all holders of such Common Stock unless the action to be taken would
adversely affect the preferences, rights or powers of the Common Stock; and
provided further that any vote or consent required by subparagraph (iii) above
may be given and made effective by the filing of an appropriate amendment of the
Corporation's Restated Certificate of Incorporation without obtaining the vote
or consent of the holders of any other series of the Cumulative Preference Stock
or of the holders of the Common Stock of the Corporation, the right to give such
vote or consent being expressly waived by all holders of such other series of
Cumulative Preference Stock and Common Stock unless the action to be taken would
adversely affect the preferences, rights or powers of such other series of
Cumulative Preference Stock or Common Stock, as the case may be.
(g) If in any case the amounts payable with respect to any obligations
to retire shares of the Cumulative Preference Stock are not paid in full in the
case of all series with respect to which such obligations exist, the number of
shares of each of such series to be retired pursuant to any such obligations
shall be in proportion to the respective amounts which would be payable on
account of such obligations if all amounts payable in respect of all such
obligations if all amounts payable in respect of all such series were discharged
in full.
(h) The term "class or classes of stock of the Corporation ranking
junior to the Cumulative Preference Stock" shall mean the Common Stock referred
to in Section (1) of this Article IV and any other class or classes of stock of
the Corporation hereinafter authorized which shall rank junior to the Cumulative
Preference Stock as to dividends or upon liquidation.
(i) Aggregate involuntary liquidation value of all shares of Cumulative
Preference Stock outstanding at any time shall never exceed $300,000,000.
(j) No holder of Cumulative Preference Stock as such shall have any
preemptive right to subscribe to stock, obligations, warrants, rights to
subscribe to stock or other securities of the Corporation of any class, whether
now or hereafter authorized.
(k) For the purposes of Section (2) of this Article IV or of any
resolution of the Board of Directors providing for the issue of any series of
Cumulative Preference Stock or of any certificate filed with the Secretary of
State of the State of Delaware pursuant to any such resolution (unless otherwise
provided in any such resolution or certificate);
(i) The term "outstanding" when used in reference to shares of
stock shall mean issued shares, excluding shares held by the Corporation and
shares called for redemption, funds for the redemption of which shall have been
set aside or deposited in trust:
(ii) The amount of dividends "accrued" on any share of
Cumulative Preference Stock as at any quarterly dividend date shall be deemed to
be the amount of any unpaid dividends accumulated thereon to and including such
quarterly dividend date, whether or not earned or declared, and the amount of
dividends "accrued" on any share of Cumulative Preference Stock as at any date
other than a quarterly dividend date shall be calculated as the amount of any
unpaid dividends accumulated thereon to and including the last preceding
quarterly dividend date, whether or not earned or declared, plus an amount
calculated on the basis of the annual
-4-
dividend rate fixed for the shares of such series for the period after such last
preceding quarterly dividend date to and including the date as of which the
calculation is made, based on a 360 day year of twelve 30 day months.
(3) PROVISIONS RELATING TO ALL CLASSES OF STOCK
The shares of Cumulative Preference Stock and Common Stock may be
issued by the Corporation from time to time for such consideration (not less
than the par value thereof in the case of Common Stock) as may be fixed from
time to time by the Board of Directors. Any and all shares without nominal or
par value for which the consideration so fixed shall have been paid or delivered
shall be deemed fully paid stock and shall not be liable for any further call or
assessment thereon; and the holders of such shares shall not be liable for any
further payments in respect of such shares.
ARTICLE V
[ARTICLE V is hereby reserved]
ARTICLE VI
The following provisions are inserted for the regulation and conduct of
the affairs of the Corporation, but it is expressly provided that the same are
intended to be and shall be construed to be in furtherance and not in limitation
or exclusion of the powers conferred by law:
(1) Subject always to such by-laws as may be adopted from time to time by
the stockholders, the Board of Directors is expressly authorized to adopt,
alter, amend and repeal the by-laws of this Corporation, but any by-law adopted
by the Board of Directors may be altered, amended or repealed by the
stockholders.
(2) The business of this Corporation shall be managed by its Board of
Directors. Directors need not be stockholders. The by-laws may prescribe the
number of directors, not less than three; may provide for the increase or
reduction thereof but not less than three; and may prescribe the number
necessary to constitute a quorum, which number may be less than a majority of
the whole Board of Directors, but not less than the number required by law. No
director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing, a director shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of these provisions shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
ARTICLE VII
(a) Any action by stockholders of the Corporation shall be taken at a
meeting of stockholders and no action may be taken by written consent of
stockholders entitled to vote upon such action except as provided in Article IV,
Section (2)(f)(ii) and (iii) hereof.
(b) No amendment to the Certificate of Incorporation shall amend,
alter, change or repeal any of the provisions of this Article VIl unless such
amendment shall receive the affirmative vote of not less than 51% of the Voting
Stock.
-5-