EXHIBIT 3.1
CHARTER
of
E. I. DU PONT DE NEMOURS AND COMPANY
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DUPONT
Incorporated Under The Laws of Delaware
CHARTER
of
E. I. DU PONT DE NEMOURS AND COMPANY
DUPONT
Incorporated Under The Laws of Delaware
AUTHORIZED CAPITAL
Preferred Stock .............................. 23,000,000 Shares No. Par Value
Common Stock ................................. 900,000,000 Shares $.60 Par Value
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Original Certificate Filed September 4, 1915
Certificate of Amendment Filed December 4, 1922
Certificate of Amendment Filed June 19, 1925
Certificate of Amendment Filed October 27, 1926
Certificate of Amendment Filed January 19, 1929
Certificate of Amendment Filed April 23, 1934
Certificate of Amendment Filed June 18, 1937
Certificate of Amendment Filed September 29, 1939
Certificate of Amendment Filed March 15, 1940
Certificate of Amendment Filed March 10, 1942
Certificate of Change of
Resident Agent Filed April 23, 1946
Certificate of Amendment Filed April 25, 1947
Certificate of Change of
Resident Agent Filed May 23, 1947
Certificate of Amendment Filed June 15, 1949
Certificate of Amendment Filed July 6, 1955
Certificate of Change of
Resident Agent Filed July 6, 1955
Certificate of Amendment Filed November 13, 1957
Certificate of Change of
Resident Agent Filed June 19, 1963
Certificate of Change of
Resident Agent Filed September 21, 1966
Certificate of Amendment Filed April 8, 1968
Certificate of Amendment Filed April 13, 1970
Certificate of Amendment Filed April 8, 1974
Agreement of Merger
Amending Certificate
of Incorporation Filed October 17, 1977
Certificate of Amendment Filed April 16, 1979
Certificate of Amendment Filed April 21, 1980
Certificate of Amendment Filed August 17, 1981
Certificate of Amendment Filed May 4, 1987
Certificate of Amendment Filed December 21, 1989
Restated Certificate Filed December 22, 1989
E. I. DU PONT DE NEMOURS AND COMPANY
RESTATED CERTIFICATE OF INCORPORATION
E. I. du Pont de Nemours and Company, a corporation organized
and existing under the Laws of the State of Delaware, hereby
certifies as follows:
1. The name of the corporation is E. I. du Pont de Nemours
and Company. The date of filing its original Certificate of
Incorporation with the Secretary of State was September 4, 1915.
2. This Restated Certificate of Incorporation only
restates and integrates and does not further amend the
provisions of the Certificate of Incorporation of this
corporation as heretofore amended or supplemented and there is
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended
or supplemented heretofore is hereby restated without further
amendments or changes to read as herein set forth in full.
First: -- The name of the corporation is
E. I. DU PONT DE NEMOURS AND COMPANY
Second: -- The principal office of the corporation is to be
located at No. 1007 Market Street, in the City of Wilmington, in
the County of New Castle, in the State of Delaware. The name of
its resident agent is E. I. du Pont de Nemours and Company,
whose address is Room 8042, DuPont Building, No. 1007 Market
Street, in the City of Wilmington, County of New Castle, State
of Delaware 19898.
Third: -- The nature of the business of the corporation and
the objects and purposes proposed to be transacted, promoted or
carried on by it, are as follows:
(a) To manufacture, produce, prepare, experiment with,
purchase, and otherwise acquire, import, export, sell,
distribute, and otherwise dispose of, and generally to trade and
deal in, in any manner whatsoever, (1) chemicals of every
description, organic or inorganic, natural or synthetic, in the
form of raw materials, intermediates, or finished products, and
chemicals which may be used in the manufacture of any and all
products of every kind whatsoever; and (2) chemical products of
every kind and description.
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(b) To engage in research, exploration, laboratory and
development work relating to any substance, compound or mixture,
now known or which may hereafter be known, discovered or
developed, and to perfect, develop, manufacture, use, apply and
generally deal in any such substance, compound or mixture.
(c) To purchase or otherwise acquire, hold, own, occupy,
develop, improve, sell, dispose of and convey real property and
any and every interest therein either within or without the
State of Delaware and anywhere in the world; to extract, remove,
produce or prepare from any such property any animal, vegetable,
mineral or other product or material therein or thereon, either
by agricultural pursuits, mining, quarrying, or by any other
method or means now know or that may hereafter be discovered or
invented, and to avail itself in every manner of each and every
resource of such property by reducing it to proper form and by
use, sale or other disposition thereof.
(d) To erect, purchase, sell, lease, manage, occupy and
improve buildings and to do and perform all things needful and
lawful for the holding, development and improvement of the same
for residence, trade and business purposes; to buy, own,
operate, improve, lease and occupy, lands and buildings for
hotels, apartment houses, dwelling houses, and business
structures of all kinds, for the accommodation of the public and
of individuals; to manage, operate, conduct, and carry on,
hotels, apartment houses, dwelling houses, office buildings,
restaurants, cafes, pharmacies, drug stores, theaters, and other
places for the accommodation of the public and of individuals.
(e) To manufacture, acquire, own, sell or otherwise
dispose of all kinds of goods, merchandise and personal property
of every nature whatsoever either within or without the State of
Delaware and anywhere in the world.
(f) To engage in all kinds of business, including the
following but without excluding others: All manufacturing,
milling, mining, quarrying, building, construction and
industrial works and operations; development and utilization of
every kind of power; the acquirement, construction, use,
operation, sale and other disposition of all kinds of machinery,
plants, factories, warehouses, elevators, buildings and other
structures, bridges, wharves, docks, slips, dams, power works,
water works, boats, ships, engines, cars, equipment and
appliances, whether in connection with said business or other-
wise, and generally the utilization of all instrumentalities,
methods, processes and appliances, in all ways and by all means
now known or which may hereafter be discovered or invented.
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(g) To apply for, obtain, register, purchase, lease or
otherwise to acquire, and to hold, use, own, operate and
introduce, and to sell, assign or otherwise to dispose of any
trademarks, trade names, brands, copyrights, concessions,
patents, inventions, formulae, improvements and processes used
in connection with or secured under letters patent of the
United States, or any other country, or otherwise, and to use,
exercise, develop, grant licenses in respect of, or otherwise to
turn to account any such trademarks, copyrights, concessions,
patents, licenses, processes and the like, or any such property
or rights.
(h) To subscribe or cause to be subscribed for, and to
purchase or otherwise acquire, hold for investment, or
otherwise, sell, assign, transfer, mortgage, pledge, exchange,
distribute or otherwise dispose of the whole or any part of the
shares of the capital stock, bonds, coupons, mortgages, deeds of
trust, debentures, securities, obligations, evidences of
indebtedness, notes, goodwill, rights, assets and property of
any and every kind whatsoever, or any part thereof of itself or
any other corporation or corporations, stock companies,
association or associations, now or hereafter existing, and
whether created by or under the laws of the State of Delaware,
or of any other state, district, territory or colony of the
United States, or any other country or otherwise, and to use,
operate, manage and control such properties or any of them,
either in the name of such other corporation or corporations,
stock company or association, or in the name of this
corporation, and while owners of any of said shares of capital
stock or bonds or other property to exercise all the rights,
powers and privileges of ownership of every kind and
description, including the right to vote thereon, with power to
designate some person for that purpose from time to time to the
same extent as natural persons might or could do.
(i) To endorse, guarantee and secure the payment and
satisfaction of the bonds, coupons, mortgages, deeds of trust,
debentures, securities, obligations, evidences of indebtedness,
and shares of the capital stock of other corporations, and also
to guarantee and secure the payment or satisfaction of dividends
on shares of the capital stock of other corporations; also to
undertake the whole or any part of the assets and liabilities,
existing or prospective, of any person, firm or association,
also to procure any other person or corporation to assume any
such obligation or obligations.
(j) Without in any particular limiting any of the objects
and powers of the corporation, it is hereby expressly declared
and provided that the corporation shall have power to do all the
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things hereinbefore enumerated, and also to issue or exchange
stock, bonds and other obligations in payment for property
purchased or acquired by it, or for any other object in or about
its business; to borrow money without limit; to mortgage or
pledge its franchises, real or personal property, income and
profits accruing to it, any stocks, bonds or other obligations,
or any property which may be acquired by it; to secure any bonds
or other obligations by it issued or incurred; to guarantee any
dividends, or bonds, or contracts, or other obligations; to make
and perform contracts of any kind and description, and in
carrying on its business, or for the purpose of attaining or
furthering any of its objects, to do any and all other acts and
things, and to exercise any and all other powers which a
co-partnership or natural person could do and exercise, and
which now or hereafter may be authorized by law in any part of
the world.
(k) To carry on any business whatsoever which the
corporation may deem proper or convenient in connection with any
of the foregoing purposes or otherwise, or which may be
calculated directly or indirectly to promote the interests of
the corporation or to enhance the value of its property; and it
is the purpose of the corporation from time to time to do any
one or more of the acts and things herein set forth; and it may
conduct its business in other states, in the territories, the
District of Columbia, the colonies and dependencies and in
foreign countries and places;it may have one office or more than
one office and keep the books of the company outside the State
of Delaware, except as otherwise provided by law.
Fourth: -- The total authorized stock of the corporation is
as follows:
The total number of shares of all classes of stock which
the corporation shall have authority to issue shall be Nine
Hundred Twenty-Three Million (923,000,000), of which
Twenty-Three Million (23,000,000) shares shall be Preferred
Stock without par value and Nine Hundred Million (900,000,000)
shares shall be Common Stock having a par value of Sixty Cents
($0.60) each.
I. The Preferred Stock may be issued from time to time in
one or more series, each of such series to have such designa-
tion, preferences and relative, optional or other rights, and
qualifications, limitations or restrictions thereof, as are
stated and expressed herein, or in a resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors as hereinafter provided.
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II. (a) The 1,688,850 shares of the corporation's Preferred
Stock issued and outstanding on April 25, 1947,
shall constitute a series of Preferred Stock,
designated as "Preferred Stock - $4.50 Series"
(hereinafter sometimes called the "$4.50 Series
Stock"). The Board of Directors may from time to
time authorize the issuance of additional shares of
Preferred Stock as $4.50 Series Stock.
(b) The shares of $4.50 Series Stock shall bear
dividends at the rate of Four Dollars and Fifty
Cents ($4.50) per annum from and after April 25,
1947, provided, however, that any shares of said
Series issued after April 25, 1947 shall bear
dividends from and after such date or dates as the
Board of Directors from time to time may determine.
(c) In the event of any liquidation or dissolution or
winding-up of the corporation, whether voluntary or
involuntary, the Preferred Stock - $4.50 Series
shall entitle the holders thereof to be paid, in
the event of any involuntary liquidation or
dissolution or winding-up of the corporation,
One Hundred Dollars ($100.00) per share with all
unpaid accumulated dividends thereon to the date of
such payment or, in the event of any voluntary
liquidation or dissolution or winding-up of the
corporation, One Hundred Fifteen Dollars ($115.00)
per share with all unpaid accumulated dividends
thereon to the date of such payment.
(d) The Preferred Stock - $4.50 Series shall be subject
to redemption on or before April 25, 1952 at One
Hundred Twenty-Five Dollars ($125.00) per share and
accumulated dividends thereon to the date of
redemption, and thereafter at One Hundred Twenty
Dollars ($120.00) per share and accumulated
dividends thereon to the date of redemption, upon
the terms and in the manner as hereinafter
provided.
III. Authority is hereby expressly granted to the Board of
Directors of the corporation, subject to the provisions of this
Article FOURTH, to authorize the issue of one or more series of
Preferred Stock in addition to the $4.50 Series and with respect
to each such series to fix by resolution or resolutions
providing for the issue of such series:
(a) The number of shares to constitute such series and
the distinctive designation thereof;
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(b) The dividend rate on the shares of such series and
the date or dates from which dividends shall
accumulate;
(c) The amount per share over and above any accumulated
dividends thereon which the shares of such series
shall be entitled to receive upon redemption;
(d) The amount per share over and above accumulated
dividends which such series shall be entitled to
receive (1) upon involuntary liquidation or
dissolution or winding-up of the corporation, which
amount shall not exceed $100.00 a share, and
(2) upon voluntary liquidation or dissolution or
winding-up of the corporation; and
(e) The rights, if any, which the shares of such series
may have for conversion into shares of any other
class or classes or any other series of the same or
any other class or classes of stock of the
corporation.
All shares of any one series of Preferred 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 the initial dividends thereon shall accumulate;
and all series shall rank equally and be identical in all
respects, except as permitted in the foregoing provisions of
this Section III.
IV. The Preferred Stock shall entitle the holders thereof
to receive, when and as declared from the surplus or net
earnings of the corporation, cumulative dividends, payable
quarterly on such dates as the Board of Directors may determine,
at the rates fixed herein or fixed by the Board of Directors for
the respective series, as herein provided, and no more, which
dividends shall be paid or set apart before any dividend shall
be set apart or paid on the Common Stock. The dividend payment
dates for all series of Preferred Stock shall be the same and no
dividends shall be declared on any series in respect of any
quarterly dividend payment unless there shall likewise be or
have been declared on all shares of Preferred Stock of each
other series at the time outstanding like proportionate
dividends ratably in proportion to the respective annual
dividend rates fixed therefor.
V. In the event of any liquidation or dissolution or
winding-up of the corporation, whether voluntary or involuntary,
the Preferred Stock shall entitle the holders thereof to be paid
the amounts fixed herein or fixed by the Board of Directors for
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the respective series as herein provided, including all unpaid
accumulated dividends thereon to the date of such payment,
before any amount shall be paid to the holders of the Common
Stock of the corporation.
Such payments to the holders of the Preferred Stock shall
be made without preference or priority of one series over any
other series and shall be made before any amount shall be paid
to the holders of the Common Stock. If the assets of the
corporation distributable upon any such liquidation or dissolu-
tion or winding-up of the corporation shall be insufficient to
permit the payments to the holders of the Preferred Stock of the
full amounts above provided for, including an amount equivalent
to all unpaid accumulated dividends as aforesaid, the said
assets shall be allocated to the respective series of Preferred
Stock in the ratios that such aggregate liquidation value of the
issued shares of each series bears to the aggregate liquidation
value of the issued shares of all series of Preferred Stock as
fixed for the respective series of Preferred Stock in the
Certificate of Incorporation or in the resolution or resolutions
of the Board of Directors providing for the issuance of the
respective series, and shall be distributed among the holders of
the respective series of Preferred Stock according to their
respective shares.
VI. The Preferred Stock of any series shall be subject to
redemption at any time in whole or in part at the amount fixed
herein, or fixed by the Board of Directors as herein provided,
for the redemption of such series including an amount equivalent
to all unpaid accumulated dividends thereon, upon not less than
sixty days' notice addressed to the respective holders of record
of the stock to be redeemed at their addresses as the same shall
appear on the stock transfer records of the corporation in such
manner as the Board of Directors shall determine.
VII. The holders of the Preferred Stock shall have no
voting power on any questions whatsoever except as otherwise
provided by law, and except that in the event that the
corporation shall fail to pay any dividend on the Preferred
Stock when it regularly becomes due and such default shall
continue for the period of six (6) months, then until but not
after such time as accumulated and unpaid dividends on all
outstanding Preferred Stock of all series shall have been paid,
the holders of the outstanding Preferred Stock shall have the
exclusive right, voting separately and as a class, to elect two
directors or, if the total number of directors of the corpora-
tion be only three, then only one director, at each meeting of
the stockholders of the corporation held for the purpose of
electing directors. At all meetings of stockholders held for
the purpose of electing directors at which the holders of
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Preferred Stock shall have the exclusive right, voting
separately and as a class, to elect any directors as aforesaid,
the presence in person or by proxy of the holders of a majority
of the outstanding shares of Preferred Stock shall be required
to constitute a quorum of such class for the election of any
directors by holders of Preferred Stock, as a class, provided,
however, that the absence of a quorum of the holders of
Preferred Stock shall not prevent the election at any such
meeting or adjournment thereof of the remaining directors for
whose election a class vote of the holders of Preferred Stock is
not required, if the necessary quorum of the stockholders
entitled to vote in the election of such remaining directors is
present in person or by proxy in accordance with the by-laws of
the corporation; and provided further, that in the absence of a
quorum of the holders of Preferred Stock, a majority of those
holders of such Preferred Stock who are present in person or by
proxy shall have power to adjourn the election of those
directors to be elected by their class from time to time without
notice other than announcement at the meeting until the
requisite amount of holders of Preferred Stock shall be present
in person or by proxy.
The holders of Common Stock shall have the right to vote on
all questions to the exclusion of all other stockholders except
as hereinbefore specifically stated.
VIII. Whenever, at any time, full accumulated dividends as
aforesaid for all past dividend periods and for the current
dividend period shall have been paid, or declared and set apart
for payment, on the then outstanding Preferred Stock, the Board
of Directors may declare dividends on the Common Stock of the
corporation.
IX. Upon any liquidation or dissolution or winding-up of
the corporation, whether voluntary or involuntary, the assets
and funds of the corporation remaining, after the payments have
been made to the holders of the Preferred Stock, as provided in
Section V hereof, shall be divided and paid to the holders of
the Common Stock according to their respective shares.
X. From time to time the Preferred Stock or the Common
Stock may be increased according to law.
XI. From time to time the Preferred Stock and the Common
Stock may be issued in such amounts and proportions and for such
consideration as may be fixed by the Board of Directors, or, in
the case of Common Stock issued upon the exercise of the options
referred to in Section XIII hereof, as provided in such Section.
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XII. No stockholder of the corporation, of whatever class
or series, shall have any preemptive or preferential right of
subscription to any shares of any series of the Preferred Stock
of the corporation, authorized hereunder or under any amendment
hereof, or to any obligations convertible into said Preferred
Stock of any series of the corporation, issued or sold, nor any
right of subscription to any thereof other than such, if any, as
the Board of Directors of the corporation in its discretion from
time to time may determine, and the Board of Directors may issue
said Preferred Stock of any series of the corporation, or
obligations convertible into said Preferred Stock of any series,
without offering said Preferred Stock, or said obligations,
either in whole or in part, to any stockholders of the
corporation.
No holder of any shares of the Preferred Stock of any
series of the corporation shall have any preemptive or preferen-
tial right of subscription to any shares of stock of any class
of the corporation, or to any obligations convertible into
shares of stock of any class of the corporation, issued or sold,
nor any right of subscription to any thereof other than such, if
any, as the Board of Directors of the corporation in its
discretion from time to time may determine.
XIII. The Board of Directors may create and issue to
employees (including officers and directors) of this corpora-
tion, or of any corporation in which this corporation shall
directly or indirectly own fifty percent or more of the voting
stock, options to purchase the corporation's Common Stock in
accordance with the terms of any duly adopted compensation plan.
The sales of stock so optioned may be unissued, or issued and
reacquired shares of Common Stock of the corporation, as shall
be determined by the Board of Directors, and the Board shall
have power to take all action necessary and appropriate in
connection with any such issuance or sale of shares. The
options shall be evidenced by such instruments as shall be
approved by the Board of Directors. The terms upon which, the
time or times at or within which, and the consideration for
which such options may be issued, and for which any shares of
stock may be issued or sold by the corporation upon the exercise
of such options, shall be such as shall be stated in the
resolution or resolutions adopted by the Board of Directors
providing for the creation and issuance of such options and, in
every case, set forth or incorporated by reference in the
instrument or instruments evidencing such options. The judgment
of the Board of Directors as to the consideration and suffi-
ciency thereof for the issuance of such options and for the
issuance or sale of stock pursuant to the exercise thereof shall
be conclusive.
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Any standing committee duly designated by resolution passed
by a majority of the whole Board of Directors and consisting of
two or more of the directors, shall have and may exercise any or
all of the rights, powers and functions of the Board of
Directors specified in this Section XIII, or otherwise pertain-
ing to any duly adopted compensation plan, to the extent
provided in a resolution passed by a majority of the whole Board
or in the By-Laws of the corporation.
XIV. The amount of capital stock with which this
corporation will commence business is Seventy-Five Hundred
Dollars ($7,500).
Fifth: -- The names and places of residence of each of the
original subscribers to the capital stock and the number of
shares subscribed for by each are as follows:
Number
Name Residence of Shares
----------------- ------------------- ---------
Pierre S. du Pont Christiana Hundred,
Delaware 25
John J. Raskob Brandywine Hundred,
Delaware 25
John P. Laffey Wilmington, Delaware 25
Sixth: -- The corporation is to have perpetual existence.
Seventh: -- The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent
whatever.
Eighth: -- The number of the directors of the corporation
shall be fixed from time to time by the by-laws and the number
may be increased or decreased as therein provided.
In case of any increase in the number of directors the
additional directors shall be elected as provided by the By-Laws
by the directors or by the stockholders at an annual or special
meeting.
In case of any vacancy in the Board of Directors for any
cause the remaining Directors by affirmative vote of a majority
of the whole Board of Directors may elect a successor to hold
office for the unexpired term of the Director whose place is
vacant and until the election of his successor.
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In furtherance, but not in limitation of the powers
conferred by law, the Board of Directors are expressly
authorized:
(a) To hold their meetings outside of the State of Delaware
at such places as from time to time may be designated by the
By-Laws or by resolution of the Board. The By-Laws may
prescribe the number of directors necessary to constitute a
quorum of the Board of Directors, which number may be less than
a majority of the whole number of directors.
(b) To appoint the regular officers of the corporation, and
such other officers as they may deem necessary for the proper
conduct of the business of the Company.
(c) To remove at any time any officer elected or appointed
by the Board of Directors but only by the affirmative vote of a
majority of the whole Board of Directors.
(d) To remove any other officer or employee of the
corporation or to confer such power on any committee or superior
officer of the corporation, unless such removals are otherwise
regulated by the By-Laws.
(e) To appoint standing committees by the affirmative vote
of a majority of the whole Board, and such standing committees
shall have and may exercise such powers as shall be conferred or
authorized by the By-Laws.
(f) To issue the stock of every class in such amounts and
proportions as they may determine up to the total amount of the
authorized capital stock or any increase thereof, subject,
however, to the provisions of this certificate.
(g) From time to time to fix and determine and to vary the
sum to be reserved over and above its capital stock paid in as
working capital before declaring any dividends among its stock-
holders; to direct and determine the use and disposition of any
surplus or net profits over and above the capital stock paid in;
to fix the time of declaring and paying any dividend, and,
unless otherwise provided in the By-Laws, to determine the
amount of any dividend. All sums reserved as working capital or
otherwise may be applied from time to time to the acquisition or
purchase of its bonds or other obligations or shares of its own
capital stock or other property to such extent and in such
manner and upon such terms as the Board of Directors shall deem
expedient, and neither the stock, bonds or other property so
acquired shall be regarded as accumulated profits for the
purpose of declaring or paying dividends unless otherwise
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determined by the Board of Directors, but shares of such capital
stock so purchased or acquired may be resold, unless such shares
shall have been retired for the purpose of decreasing the
Company's capital stock as provided by law.
(h) From time to time to determine whether and to what
extent, and at what times and places, and under what conditions
and regulations the accounts and books of the corporation, or
any of them, shall be open to the inspection of the stock-
holders, and no stockholders shall have any right to inspect any
account or book or document of the corporation, except as
conferred by statute or authorized by the Board of Directors or
by a resolution of the stockholders.
(i) Subject always to By-Laws made by the stockholders, to
make By-Laws; and, from time to time, to alter, amend or repeal
any By-Laws; but any By-Laws made by the Board of Directors may
be altered or repealed by the stockholders at any annual
meeting, or at any special meeting, provided notice of such
proposed alteration or repeal be included in the notice of the
meeting.
(j) With the written assent, without a meeting of the
holders of two-thirds of its stock, or pursuant to the
affirmative vote, in person or by proxy, at any meeting called
as provided in the By-Laws, of the holders of two-thirds of its
stock, issued and outstanding, the Board of Directors may sell,
convey, assign, transfer or otherwise dispose of, the property,
assets, rights and privileges of the corporation as an entirety,
for such consideration and on such terms as they may determine.
Ninth: -- A director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any 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) under Section
174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived any improper
personal benefit. If the General Corporation Law of Delaware is
amended after approval by the stockholders of this article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to
the full extent permitted by the General Corporation Law of
Delaware, as so amended.
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Any repeal or modification of the foregoing paragraph by
the stockholders of the corporation shall not adversely affect
any right or protection of a director of the corporation exist-
ing at the time of such repeal or modification.
4. This Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with Section 245
of the General Corporation Law of the State of Delaware.
5. This Restated Certificate of Incorporation shall be
effective at 5:00 p.m. Eastern Standard Time on December 22,
1989.
IN WITNESS WHEREOF, said E. I. du Pont de Nemours and
Company has caused this certificate to be signed by John F.
Schmutz, its Senior Vice President and General Counsel, and
attested by Roger W. Arrington, its Secretary, this 21st day of
December, 1989.
E. I. DU PONT DE NEMOURS AND COMPANY
By: JOHN F. SCHMUTZ
----------------------------------------
Senior Vice President and General Counsel
ATTEST:
By: R. W. Arrington
-------------------------
Secretary
I hereby certify that the within and foregoing is a true
and correct copy of the Restated Certificate of Incorporation of
E. I. du Pont de Nemours and Company.
Witness my hand and the corporate seal of the Company
this day of 19 .
-------------------------
Secretary
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PREFERRED STOCK - $3.50 SERIES
Certificate Authorizing the
Issue of Preferred
Stock - $3.50 Series Filed April 30, 1947
Certificate Decreasing the
Number of Authorized
Shares of Preferred
Stock - $3.50 Series Filed July 6, 1955
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CERTIFICATE SETTING FORTH COPY OF RESOLUTION
OF THE BOARD OF DIRECTORS OF
E. I. DU PONT DE NEMOURS AND COMPANY
ESTABLISHING AND AUTHORIZING THE ISSUE
OF A NEW SERIES OF PREFERRED STOCK DESIGNATED
"PREFERRED STOCK - $3.50 SERIES"
(Pursuant to Section 13 of the General Corporation Law of the
State of Delaware and of the Certificate of Incorporation, as
amended, of E. I. du Pont de Nemours and Company)
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We, W. J. Beadle, a Vice-President, and W. F. Raskob,
Secretary, of E. I. du Pont de Nemours and Company, a
corporation of the State of Delaware, do hereby certify under
the seal of said Corporation as follows:
That at a special meeting of the Board of Directors of the
Corporation duly called for the consideration of the resolutions
hereinafter set forth and on notice thereof duly given in
accordance with the By-Laws of the Corporation and with the laws
of the State of Delaware, and held on April 29, 1947, and
pursuant to power and authority expressly vested in the Board of
Directors by the provisions of the General Corporation Law of
the State of Delaware and Article FOURTH of the Certificate of
Incorporation, as amended, of E. I. du Pont de Nemours and
Company, the Board of Directors duly adopted the following
resolutions:
"RESOLVED that the Board of Directors hereby
establishes and authorizes the issue of a new series of
Preferred Stock without par value of the corporation and
hereby fixes the designation, the number of shares to be
issued, the dividend rate, the redemption price and the
amount payable upon liquidation or dissolution or
winding-up of the corporation with respect to such new
series of Preferred Stock without par value as follows,
such attributes to be in addition to the other provisions
set forth in Article Fourth of the Certificate of
Incorporation as amended, which are applicable to all
shares of Preferred Stock without par value irrespective of
any variations between the shares of Preferred Stock
without par value of the different series:
(a) The new series of Preferred Stock without par
value established by this resolution is hereby
designated Preferred Stock - $3.50 Series;
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(b) Preferred Stock - $3.50 Series be and hereby
is authorized to be issued in the amount of 1,000,000
shares;
(c) The dividend rate on the Preferred Stock -
$3.50 Series shall be $3.50 per share per annum and no
more, and dividends on the 1,000,000 shares of
Preferred Stock - $3.50 Series herein authorized to be
issued shall accumulate from and after April 25, 1947;
(d) The amount per share over and above any
accumulated dividends thereon which the shares of
Preferred Stock - $3.50 Series shall be entitled to
receive upon redemption is as follows: if redeemed on
or before
April 25, 1952, $107.00 a share; thereafter on or before
April 25, 1955, $106.00 a share; thereafter on or before
April 25, 1958, $105.00 a share; thereafter on or before
April 25, 1961, $104.00 a share; thereafter on or before
April 25, 1964, $103.00 a share; and thereafter, $102.00
a share; and
(e) The amount per share over and above
accumulated dividends which the shares of Preferred
Stock - $3.50 Series shall be entitled to receive upon
involuntary liquidation or dissolution or winding-up
of the corporation is $100.00 a share, and upon
voluntary liquidation or dissolution or winding-up of
the corporation is $107.00 a share.
FURTHER RESOLVED that a certificate setting forth
a copy of the foregoing resolution providing for the
establishment and issue of 1,000,000 shares of
Preferred Stock - $3.50 Series shall be made under the
seal of the corporation, signed by the President or a
Vice-President and by the Secretary or an Assistant
Secretary of the corporation, acknowledged by such
President or Vice-President before an officer
authorized by the laws of Delaware to take acknowledg-
ments of deeds, and shall be filed and a copy thereof
shall be recorded pursuant to and in the manner
provided pursuant to and in the manner provided by
Section 13 of the Delaware Corporation Law."
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IN WITNESS WHEREOF, we have hereunto signed this
certificate and have caused the corporate seal of the
Corporation to be hereunto affixed this 29th day of April, A.D.
1947.
E. I. DU PONT DE NEMOURS AND COMPANY
By: W. J. Beadle
Vice-President
Attest:
W. F. Raskob
Secretary
- ------------------------------------
E. I. DU PONT DE NEMOURS AND CO.
FOUNDED 1802
SEAL
DELAWARE
- ------------------------------------
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STATE OF DELAWARE } ss
COUNTY OF NEW CASTLE }
BE IT REMEMBERED, that on this 29th day of April, A.D.
1947, before the subscriber, a Notary Public in and for the
State and County aforesaid, authorized by the laws of Delaware
to take acknowledgments of deeds, personally appeared W. J.
Beadle, Vice-President of E. I. du Pont de Nemours and Company,
the Corporation mentioned in and which executed the foregoing
Certificate, known to me personally to be such, and he, the said
W. J. Beadle, as such Vice-President, acknowledged the said
Certificate to be his act and deed and the act and deed of said
Corporation, and that the seal thereto affixed is the common and
corporate seal of said Corporation duly affixed by its
authority, and that his act of executing, acknowledging and
delivering said Certificate was duly authorized by the Board of
Directors of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this Certificate above
written.
J. H. CASSIDY
Notary Public
- --------------------------
J. H. CASSIDY
Notary Public
Appointed July 3, 1946
For Two Years
Delaware
- --------------------------
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CERTIFICATE SETTING FORTH COPY OF RESOLUTION
OF THE BOARD OF DIRECTORS OF
E. I. DU PONT DE NEMOURS AND COMPANY
DECREASING THE AUTHORIZED NUMBER OF SHARES
OF PREFERRED STOCK - $3.50 SERIES
FROM ONE MILLION SHARES TO
SEVEN HUNDRED THOUSAND SHARES
(Pursuant to Section 151(g) of the General Corporation Law
of the State of Delaware and the Certificate of Incorporation,
as amended, of E. I. du Pont de Nemours and Company)
- --------------------------------------------------------------------------------
We, L. du P. Copeland, a Vice-President, and F. G. Hess,
Assistant Secretary, of E. I. du Pont de Nemours and Company, a
corporation of the State of Delaware, DO HEREBY CERTIFY under
the seal of said Corporation as follows:
That at a meeting of the Board of Directors of the
Corporation duly called, and held on the 20th day of June, 1955,
in accordance with the By-Laws of the Corporation and with the
laws of the State of Delaware, and pursuant to power and
authority expressly vested in the Board of Directors by the
provisions of the General Corporation Law of the State of
Delaware and Article Fourth of the Certificate of Incorporation,
as amended, of E. I. du Pont de Nemours and Company, the Board
of Directors duly adopted the following resolution:
"RESOLVED, by the Board of Directors of this Company
that pursuant to authority expressly vested in it by the
provisions of this Company's Certificate of Incorporation,
as amended, the Series of 1,000,000 shares of Preferred
Stock, without par value, designated 'Preferred Stock -
$3.50 Series' (provided for in a resolution of the Board of
Directors of this Company adopted April 29, 1947 and a
certificate therefor duly filed and a copy thereof duly
recorded) shall be and stand decreased by 300,000 shares of
said 'Preferred Stock - $3.50 Series,' that have been duly
retired and are not now outstanding, to 700,000 shares
thereof by a certificate hereby authorized and directed to
be made, signed, acknowledged and filed, and a copy thereof
recorded in accordance with the provisions of Title 8,
Section 151 of the Revised Code of Delaware of 1953,
setting forth a statement that a decrease in said Series of
1,000,000 shares of 'Preferred Stock - $3.50 Series' by
300,000 shares thereof not now outstanding, to 700,000
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shares of said 'Preferred Stock - $3.50 Series' without par
value, had been authorized and directed by a resolution
duly adopted by the Board of Directors of this Company on
the 20th day of June 1955."
IN WITNESS WHEREOF, we have hereunto signed this certifi-
cate and have caused the corporate seal of the Corporation to be
hereunto affixed this 20th day of June, A.D. 1955.
E. I. DU PONT DE NEMOURS AND COMPANY
By: L. DU P. COPELAND
Vice-President
Attest:
F. G. HESS
Asst. Secretary
- ------------------------------------
E. I. DU PONT DE NEMOURS AND CO.
FOUNDED 1802
SEAL
DELAWARE
- ------------------------------------
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STATE OF DELAWARE } ss
COUNTY OF NEW CASTLE }
BE IT REMEMBERED, that on this 20th day of June, A.D. 1955,
before the subscriber, a Notary Public in and for the State and
County aforesaid, authorized by the laws of Delaware to take
acknowledgments of deeds, personally appeared L. du P. Copeland,
Vice-President of E. I. du Pont de Nemours and Company, the
Corporation mentioned in and which executed the foregoing
Certificate, known to me personally to be such, and he, the said
L. du P. Copeland, as such Vice-President, acknowledged the said
Certificate to be his act and deed and the act and deed of said
Corporation, and that the seal thereto affixed is the common and
corporate seal of said Corporation duly affixed by its
authority, and that his act of executing, acknowledging and
delivering said Certificate was duly authorized by the Board of
Directors of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this Certificate above
written.
RICHARD H. TALLANT
Notary Public
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RICHARD H. TALLANT
Notary Public
Appointed October 5, 1953
For Two Years
Delaware
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