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RESTATED
ARTICLES OF INCORPORATION
OF
MARTIN MARIETTA MATERIALS, INC.
1. The name of the corporation is Martin Marietta Materials, Inc.
(hereinafter the "Corporation").
2. The number of shares the Corporation is authorized to issue is One
Hundred Ten Million (110,000,000), divided into One Hundred Million
(100,000,000) Common Shares and Ten Million (10,000,000) Preferred Shares, each
with a par value of one cent ($.01) per share.
The preferences, limitations and relative rights of each class and series of
shares are as follows:
(a) Common Shares
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The common shares shall be entitled to one vote per share and to
all other rights of shareholders subject only to any rights
granted to Preferred Shares under subparagraph (b) of this Article
2.
(b) Preferred Shares
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The Preferred Shares may be issued in one or more series with such
designations, preferences, limitations, and relative rights as the
board of directors may determine from time to time in accordance
with applicable law.
3. The address of the registered office of the Corporation in the State of
North Carolina is 225 Hillsborough Street, Raleigh, Wake County, North Carolina
27603; and the name of its registered agent at such address is CT Corporation
System.
4. The name and address of the incorporator are Russell M. Robinson, II,
1900 Independence Center, Charlotte, Mecklenburg County, North Carolina 28246.
5. (a) The number of directors of the Corporation shall be not less than
nine (9) nor more than eleven (11). By vote of a majority of the Board of
Directors or shareholders of the Corporation, the number of directors of the
Corporation may be increased or decreased, from time to time, within the range
above specified; provided, however, that the tenure of office of a director
shall not be affected by any decrease in the number of directors so made by the
Board or the shareholders.
(b)(i) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall
consist, as nearly as may
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be possible, of one-third of the total number of directors
constituting the Board of Directors. Prior to the 1997 annual
meeting of shareholders, the Board of Directors shall determine
which directors shall be designated as Class I, Class II and Class
III directors. The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of shareholders;
the term of the initial Class II directors shall terminate on the
date of the 1998 annual meeting of shareholders; and the term of
the initial Class III directors shall terminate on the date of the
1999 annual meeting of shareholders. At each annual meeting of
shareholders beginning in 1997, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. Those persons who receive the
highest number of votes at a meeting at which a quorum is present
shall be deemed to have been elected.
(ii) 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 or her term expires and
until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
(iii) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Shares 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 or the resolution
or resolutions adopted by the Board of Directors pursuant to
Article 2(b) of these Restated Articles of Incorporation applicable
thereto, and such directors so elected shall not be divided into
classes pursuant to this Article 5(b) unless expressly provided by
the terms of such Preferred Shares.
(c) Vacancies in the Board of Directors, except for vacancies resulting
from an increase in the number of directors, shall be filled only by a majority
vote of the remaining
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directors then in office, though less than a quorum, except that vacancies
resulting from removal from office by a vote of the shareholders may be filled
by the shareholders at the same meeting at which such removal occurs. Vacancies
resulting from an increase in the number of directors shall be filled only by a
majority vote of the Board of Directors. Any director elected to fill a vacancy
shall hold office until the next shareholders' meeting at which directors are
elected. No decrease in the number of directors constituting the Board of
Directors shall affect the tenure of any incumbent director.
(d) Except as otherwise provided herein, any of the directors or the
entire Board of Directors, as the case may be, may be removed at any time, but
only for cause, by a vote of the shareholders and if the number of votes cast
to remove such director(s) or the entire Board of Directors, as the case may
be, exceeds the number of votes cast not to remove such director(s) or the
entire Board of Directors, as the case may be. Cause for removal shall be
deemed to exist only if the director(s) whose removal is proposed has been
convicted in a court of competent jurisdiction of a felony or has been adjudged
by a court of competent jurisdiction to be liable for fraudulent or dishonest
conduct, or gross abuse of authority or discretion, with respect to the
Corporation, and such conviction or adjudication has become final and
non-appealable. If a director is elected by a voting group of shareholders,
only the shareholders of that voting group may participate in the vote to
remove such director. A director may not be removed by the shareholders at a
meeting unless the notice of the meeting states the purpose, or one of the
purposes, of the meeting is removal of the director. If any directors are so
removed, new directors may be elected at the same meeting.
6. To the fullest extent permitted by the North Carolina Business
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the Corporation shall be personally
liable to the Corporation or any of its shareholders for monetary damages for
breach of duty as a director. No amendment or repeal of this Article, nor the
adoption of any provision to these Restated Articles of Incorporation
inconsistent with this Article, shall eliminate or reduce the protection
granted herein with respect to any matter that occurred prior to such
amendment, repeal or adoption.
7. The provision of Article 9 of the North Carolina Business Corporation
Act entitled "The North Carolina Shareholder Protection Act" and of Article 9A
entitled "The North Carolina Control Share Acquisition Act" shall not be
applicable to the Corporation.
8. (a) Any purchase by the Corporation of shares of Voting Stock (as
hereinafter defined) from an Interested Shareholder (as hereinafter defined)
who has beneficially owned
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such securities for less than two years prior to the date of such purchase
or any agreement in respect thereof, other than pursuant to an offer to the
holders of all of the outstanding shares of the same class as those so
purchased, at a per share price in excess of the Market Price (as hereinafter
defined), at the time of such purchase or any agreement in respect
thereof (whichever is earlier), of the shares so purchased, shall require
the affirmative vote of the holders of a majority of the voting power of the
Voting Stock not beneficially owned by the Interested Shareholder, voting
together as a single class.
(b) In addition to any affirmative vote required by law or these Restated
Articles of Incorporation:
(i) Any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Shareholder or (ii) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such
merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder;
(ii) Any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder or any Affiliate of any
Interested Shareholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value (as
hereinafter defined) of $10,000,000 or more;
(iii) The issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) of any equity
securities (including any securities that are convertible into
equity securities) of the Corporation or any Subsidiary having
an aggregate Fair Market Value of $10,000,000 or more to any
Interested Shareholder or any Affiliate of any Interested
Shareholder in exchange for cash, securities, or other property
(or combination thereof);
(iv) The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(v) Any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger
or consolidation of the Corporation with any of its
Subsidiaries, or any other transaction (whether or not with or
into or otherwise involving an Interested Shareholder)
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which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity (including any securities that are convertible into
equity securities) securities of the Corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Shareholder or any Affiliate of any Interested
Shareholder
shall require the affirmative vote of the holders of not less than (i)
66-2/3% of the voting power of the Voting Stock not beneficially owned by any
Interested Shareholder, voting together as a single class, and (ii) 80% of the
voting power of all Voting Stock, voting together as a single class; provided,
however, that no such vote shall be required for (A) the purchase by the
Corporation of shares of Voting Stock from an Interested Shareholder unless
such vote is required by Subparagraph (a) of this Article 8, or (B) any
transaction approved by a majority of the Disinterested Directors (as
hereinafter defined).
(c) For the purpose of this Article 8:
(i) A "person" shall mean any individual, firm, corporation,
partnership, or other entity.
(ii) "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the
election of directors and each reference to a proportion of
shares of Voting Stock shall refer to such proportion of the
votes entitled to be cast by such shares.
(iii) "Interested Shareholder" shall mean any person who or which:
(A) is the beneficial owner, directly or indirectly, of 5% or
more of the outstanding Voting Stock;
(B) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date as of
which a determination is being made was the beneficial
owner, directly or indirectly, of 5% or more of the
outstanding Voting Stock; or
(C) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the two-year
period immediately prior to the date as of which a
determination is being made beneficially owned by any
person described in
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subparagraphs (c)(iii)(A) or (B) of this Article 8 if such
assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933.
(iv) A person shall be a "beneficial owner" of any Voting Stock:
(A) which such person or any of its Affiliates or Associates
(as hereinafter defined) beneficially owns, directly or
indirectly;
(B) which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement, or understanding,
or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote
pursuant to any agreement, arrangement, or understanding;
or
(C) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement, or
understanding for the purpose of acquiring, holding,
voting, or disposing of any shares of Voting Stock.
(v) For the purposes of determining whether a person is an
Interested Shareholder, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned
through application of subparagraph (c)(iv) of this Article 8,
but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement, or
understanding, or upon exercise of conversion rights, warrants
or options, or otherwise.
(vi) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in
effect on November 1, 1993.
(vii) "Subsidiary" shall mean any corporation of which a majority of
the shares thereof entitled to
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vote generally in the election of directors is owned, directly
or indirectly, by the Corporation.
(viii)"Market Price" shall mean: the last closing sale price
immediately preceding the time in question of a share of the
stock in question on the Composite Tape for New York Stock
Exchange -- Listed Stocks, or if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, Inc., or if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed,
or if such stock is not listed on any such exchange, the last
closing bid quotation with respect to a share of such stock
immediately preceding the time in question on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use (or any other system of
reporting or ascertaining quotations then available), or if
such stock is not so quoted, the Fair Market Value at the time
in question of a share of such stock as determined by the Board
of Directors in good faith.
(ix) "Fair Market Value" shall mean:
(A) in the case of stock, the Market Price, and
(B) in the case of property other than cash or stock, the fair
market value of such property on the date in question as
determined by the Board of Directors in good faith.
(x) "Disinterested Director" shall mean any member of the Board of
Directors of the Corporation who is not an Affiliate or
Associate of an Interested Shareholder and was a member of the
Board of Directors prior to the time that the Interested
Shareholder became an Interested Shareholder, and any successor
of a Disinterested Director who is not an Affiliate or
Associate of an Interested Shareholder as is recommended to
succeed a Disinterested Director by a majority of Disinterested
Directors then on the Board of Directors.
(d) A majority of the Disinterested Directors shall have the power and
duty to determine for the purposes of this Article 8, on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Shareholder or a transaction or series of transactions constitutes
one of the transactions described in subparagraph (b) of this Article 8.
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(e) Notwithstanding any other provisions of these Restated Articles of
Incorporation (and notwithstanding the fact that a lesser percentage may be
specified by law, these Restated Articles of Incorporation, or the Bylaws of
the Corporation), the affirmative vote of not less than (i) 66-2/3% of the
voting power of the Voting Stock not beneficially owned by any Interested
Shareholder, voting together as a single class, and (ii) 80% of the voting
power of all Voting Stock, voting together as a single class, shall be required
to amend, repeal, or adopt any provisions inconsistent with this Article 8.
9. At any time in the interval between annual meetings, special meetings
of the shareholders may be called by the Chairman of the Board, President, or
by the Board of Directors or the Executive Committee by vote at a meeting or in
writing with or without a meeting. Special meetings of the shareholders may not
be called by any other person or persons.
These Restated Articles of Incorporation shall be effective at 8:00 a.m.
(EDT) on the date of filing of these Restated Articles of Incorporation with
the Secretary of State of North Carolina.
This the 18th day of October 1996.
MARTIN MARIETTA MATERIALS, INC.
By:/s/ Bruce A. Deerson
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Bruce A. Deerson
Vice President and General Counsel
0131319.06