EXHIBIT 3.(i)
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CERTIFICATE OF INCORPORATION
OF
SIMPSON MANUFACTURING CO., INC.
ARTICLE I
The name of the corporation (the "Corporation") is:
SIMPSON MANUFACTURING CO., INC.
ARTICLE II
The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of the Corporation's registered agent at
such address is The Corporation Trust Company.
ARTICLE III
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 Delaware.
ARTICLE IV
1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is twenty-five million
(25,000,000), of which five million (5,000,000) shares shall be Preferred
Stock of the par value of one cent per share ($0.01), and twenty million
(20,000,000) shares shall be Common Stock of the par value of one cent per
share ($0.01).
2. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article IV, to provide for the
issuance of shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such series, and to
fix the designation, powers, preferences, and rights of the shares of each
such series and the qualifications, limitations and restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting that series and the
distinctive designation of that series;
(b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(c) whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;
(d) whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
(f) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(h) any other relative rights, preferences and limitations of
that series.
3. In furtherance of the foregoing authority and not in limitation
of it, the Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issue of a series of Preferred Stock,
(a) to subject the shares of such series, without the consent of
the holders of such shares, to being converted into or exchanged for
shares of another class or classes of stock of the Corporation, or to
being redeemed for cash, property or rights, including securities, all
on such conditions and on such terms as may be stated in such
resolution or resolutions, and
(b) to make any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of the shares of
the series dependent upon facts ascertainable outside this Certificate
of Incorporation.
4. Whenever the Board of Directors shall have adopted a resolution or
resolutions to provide for
(a) the issue of a series of Preferred Stock,
(b) a change in the number of authorized shares of a series of
Preferred Stock, or
(c) the elimination from this Certificate of Incorporation of all
references to a previously authorized series of Preferred Stock by
stating that none of the authorized shares of a series of Preferred
Stock are outstanding and that none will be issued, the officers of
the Corporation shall cause a certificate, setting forth a copy of
such resolution or resolutions and, if applicable, the number of
shares of stock of such series, to be executed, acknowledged, filed and
recorded, in order that the certificate may become effective in
accordance with the provisions of the General Corporation Law of the
State of Delaware, as from time to time amended. When any such
certificate becomes effective, it shall have the effect of amending
this Certificate of Incorporation, and wherever such term is used in
this Certificate of Incorporation, it shall be deemed to include the
effect of the provisions of any such certificate.
5. Any holder of shares of Common Stock, or of shares of any series
of Preferred Stock which is entitled to vote with the holders of Common
Stock in the election of directors of the Corporation, shall be entitled at
all elections of directors to as many votes as shall equal the number of
votes which (except for this provision as to cumulative voting) he would be
entitled to cast for the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected, and such holder
may cast all of such votes for a single candidate or may distribute them
among the number to be voted for, or for any two or more of them as he may
see fit. However, no stockholder shall be entitled to cumulate votes (i.e.,
cast for any candidate a number of votes greater than the number of votes
which such stockholder normally is entitled to cast) unless such candidate
or candidates' names have been placed in nomination prior to the meeting in
accordance with the Bylaws of the Corporation, and the stockholder has given
notice of the stockholder's intention to cumulate his votes in accordance
with the Bylaws of the Corporation. If any one stockholder has given such
notice, all stockholders may cumulate their votes for any candidate duly
nominated in accordance with the procedure as set forth in the Bylaws.
ARTICLE V
1. The authorized number of directors of the Corporation shall be
fixed from time to time by resolution of the Board of Directors.
2. The Board of Directors (other than those directors elected by the
holders of any series of Preferred Stock voting separately from the holders
of Common Stock in any election of directors, as may be provided for or
fixed pursuant to the provisions of Article IV of this Certificate of
Incorporation) shall be divided into three classes, designated Class I,
Class II, and Class III, as nearly equal in number as possible, and the term
of office of directors of one class shall expire at each annual meeting of
stockholders, and in all cases as to each director until his successor shall
be elected and shall qualify or until his earlier resignation, removal from
office, death or incapacity. Additional directorships resulting from an
increase in number of directors shall be apportioned among the classes as
equally as possible. One class of directors shall be initially elected for
a term expiring at the annual meeting of stockholders to be held in the year
2000, another class shall be initially elected for a term expiring at the
annual meeting of stockholders to be held in the year 2001, and another
class shall be initially elected for a term expiring at the annual meeting
of stockholders to be held in the year 2002. At each succeeding annual
meeting of stockholders, a number of directors equal to the number of
directors of the class whose term expires at the time of such meeting shall
be elected to hold office until the third succeeding annual meeting of
stockholders after their election.
3. Except as otherwise provided for or fixed pursuant to the
provisions of Article IV of this Certificate of Incorporation relating to
the rights of the holders of any series of Preferred Stock to elect
additional directors, and subject to the provisions hereof, newly-created
directorships resulting from any increase in the authorized number of
directors, and any vacancies on the Board resulting from death, resignation,
disqualification, removal, or other cause, may be filled only by the
affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board. Any director elected in
accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or in which the vacancy occurred, and until such director's
successor shall have been duly elected and qualified, subject to his earlier
death, resignation or removal. Subject to the provisions of this
Certificate of Incorporation, no decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.
ARTICLE VI
The Board of Directors is expressly authorized to make and alter the
Bylaws of the Corporation, without any action on the part of the
stockholders.
ARTICLE VII
Any action which may be taken by stockholders of the Corporation at an
annual or special meeting and which requires the approval of at least a
majority of
(a) the voting power of the securities of the Corporation present
at such meeting and entitled to vote on such action, or
(b) the shares of the Common Stock of the Corporation present at
such meeting,
may not be effected except at such an annual or special meeting by the vote
required for the taking of such action. The power of stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.
ARTICLE VIII
A director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect
any right or protection of a director of the Corporation hereunder in
respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.
ARTICLE IX
The Corporation is authorized to indemnify the directors and officers
of the Corporation to the fullest extent permissible under Delaware Law.
Any amendment, modification or repeal of the foregoing sentence shall not
adversely affect any right or protection of a director or officer of the
Corporation hereunder in respect of any act of omission occurring prior to
the time of such amendment, modification or repeal.
ARTICLE X
The name and mailing address of the incorporator is:
Stephen B. Lamson
Simpson Manufacturing Co., Inc.
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588
IN WITNESS WHEREOF the incorporator has signed this certificate as of
this 23rd day of February, 1999.
By /s/Stephen B. Lamson
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Name: Stephen B. Lamson
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