EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
WOLVERINE WORLD WIDE, INC.
FIRST. The name of the corporation is
WOLVERINE WORLD WIDE, INC.
SECOND. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilimington, County of New
Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for
which the corporations may be organized under the General Corporation Law
of the State of Delaware, as amended from time to time.
FOURTH. The total number of shares which the corporation shall have
authority to issue and have outstanding is Forty-Two Million (42,000,000)
shares, of which Two Million (2,000,000) shares shall be Preferred Stock,
par value One Dollar ($1) per share, and Forty Million (40,000,000) shares
shall be Common Stock, par value One Dollar ($1) per share.
The Board of Directors is authorized to cause Preferred Stock, $1
par value, to be issued from time to time in one or more series, with such
voting powers, full or limited, or no voting powers, and such designations,
provisions, and relative, participating, preferential or other special
rights and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors. The Board of
Directors is expressly authorized to adopt such resolution or resolutions
and issue such stock from time to time as may seem desirable.
The authorized shares of Common Stock of the par value of $1 per
share are all of one class with equal voting powers, and each such share
shall be equal to every other such share.
FIFTH. The name and mailing address of the Incorporator are as
follows:
Name Mailing Address
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
SIXTH. The name and mailing address of each person who is to serve as
a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, are as follows:
Name Mailing Address
Ray R. Eppert 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
E. Vincent Erickson 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
C. Robert Evenson 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Gordon C. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Jack A. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Richard H. Krause 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Louis J. Schaefer 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Dr. Alfred L. Seelye 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
J. Austen Wood 9341 Courtland Drive, N.E.
Rockford, Michigan 49341
Subsequent elections of directors need not be by ballot unless
the By-Laws of the corporation shall so provide.
SEVENTH. The corporation is to have perpetual existence.
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EIGHTH. The Board of Directors shall have the power, at any regular
or special meeting at which a quorum is present, by the affirmative vote of
a majority of the whole Board:
To make, alter or repeal the By-Laws of the corporation.
To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it
was created.
To designate one or more committees, each committee to
consist of two or more of the directors of the corporation,
which, to the extent provided in the resolution or in the By-Laws
of the corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from time
to time by resolution adopted by the Board of Directors.
NINTH. (a) Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, may be indemnified by the
corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
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(b) Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise may be indemnified by the
corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought
shall determine upon application, that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court shall deem
proper.
(c) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall
be made (1) by the Board of Directors by a majority of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel (who may
be the regular counsel of the corporation) in a written opinion, or (3) by
the stockholders.
(d) To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(e) Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided in subsection (c) upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this
section.
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(f) The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
director or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.
(g) The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
section.
TENTH. No director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided however, that this
Article TENTH shall not eliminate or limit the liability of a director to
the extent provided by applicable law (i) for any breach of the director's
duty of loyalty to the corporation or its stockholder, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to
or repeal of this Article TENTH 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 or repeal.
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