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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
STEWART INFORMATION SERVICES CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is STEWART INFORMATION SERVICES
CORPORATION. The date of filing its original Certificate of Incorporation with
the Secretary of State was March 25, 1970.
2. This Restated Certificate of Incorporation restates and integrates
(but does not amend) the Certificate of Incorporation to read as herein set
forth in full:
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
FIRST: The name of the corporation is Stewart Information
Services Corporation.
SECOND: The registered office of the corporation in the State
of Delaware is located at 1209 Orange Street in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD: The nature of the business, objects and purposes to be
transacted, promoted or carried on by the corporation are:
The business of accumulating and dealing in information of all
types, the guaranteeing of such information, the providing of services
related to real estate and other services by use of such information or
otherwise, either directly or through subsidiaries or affiliates; and
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
corporation shall have authority to issue is 31,500,000, of which 30,000,000
shares of the par value of $1 each, amounting in the aggregate to $30,000,000,
shall be designated Common Stock, and of which 1,500,000 shares of the par value
of $1 each, amounting in the aggregate to $1,500,000, shall be designated Class
B Common Stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:
(1) Voting. The Common Stock and the Class B Common Stock
shall have the exclusive right to vote for the election of directors
and for all other purposes, each holder of the Common Stock and each
holder of the Class B Common Stock being entitled to one vote for each
share held. For so long as there are issued and outstanding 1,050,000
or more shares of Class B Common Stock (adjusted proportionately for
stock dividends and stock splits or combinations occurring after March
19, 2001), at each election for directors the Common Stock and the
Class B Common Stock shall be voted as separate classes, and the
holders of the Common Stock shall be entitled to elect five of the nine
directors (each holder of Common Stock having the right to vote, in
person or by proxy, the number of shares owned by him for the five
directors to be elected by the holders of the Common Stock and for
whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as five times the number of his
shares shall equal, or
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by distributing such votes on the same principle among any number of
such five candidates). The holders of the Class B Common Stock shall be
entitled to elect the remaining four of the nine directors, and no
holder of Class B Common Stock shall have the right of cumulative
voting at any election of directors. In the event that issued and
outstanding shares of Class B Common Stock are less than 1,050,000
shares but more than 600,000 shares (adjusted proportionately for stock
dividends and stock splits or combinations occurring after March 19,
2001), the number of directors to be so elected by the holders of the
Common Stock shall be six and the number of directors to be so elected
by the holders of the Class B Common Stock shall be three. Any
amendment to, or rescission of, Section 3.7 of the Company's by-laws
must be approved by a majority of the Company's outstanding Common
Stock and a majority of the Company's outstanding Class B Common Stock,
voting as separate classes. Except as otherwise provided hereinafter in
this paragraph and as otherwise required by law, all shares of Common
Stock and Class B Common Stock shall, upon all matters other than the
election of directors, be voted as a single class (and, in the event
that the number of issued and outstanding shares of Class B Common
Stock is ever less than 600,000 (adjusted proportionately for stock
dividends and stock splits or combinations occurring after March 19,
2001), the Common Stock and the Class B Common Stock shall be voted as
a single class upon all matters, with the right to cumulate votes for
the election of directors); provided, however, that no change in the
Certificate of Incorporation which would affect the Common Stock and
the Class B Common Stock unequally shall be made without the
affirmative vote of at least a majority of the outstanding shares of
each class, voting as a class.
(2) Dividends. The holders of the Common Stock and the Class B
Common Stock shall be entitled to receive, when, as and if declared by
the Board of Directors, out of funds legally available therefor,
dividends payable in cash, stock or otherwise, subject to the following
preferences and restrictions:
(a) No cash dividends shall be declared or paid upon the
Class B Common Stock;
(b) Dividends payable in property (other than cash or stock)
of the corporation shall be payable upon the shares of Common Stock and
Class B Common Stock without distinction between the two classes;
(c) If a dividend payable in stock of the corporation shall be
declared at any time upon either the Common Stock or the Class B Common
Stock, a like dividend shall be declared upon the other class of common
stock. All dividends payable in stock of the corporation shall be paid
in shares of Common Stock with respect to the dividends upon shares of
the Common Stock and in shares of Class B Common Stock with respect to
dividends upon shares of the Class B Common Stock.
(3) Preemptive Rights. No stockholder shall have any
preemptive right to subscribe to an additional issue of capital stock
of the corporation or to any security convertible into such stock. Any
preferential rights to purchase stock or securities of the corporation
which are granted to the stockholders shall be granted to the holders
of the Common Stock and Class B Common Stock without distinction
between the two classes.
(4) Conversion. Each share of Class B Common Stock of the
corporation shall, at any time at the option of the holder thereof, be
convertible into one share of Common Stock of the corporation. In the
event of any transfer, upon death or otherwise, of any share of Class B
Common Stock to any person or entity other than a "qualified holder"
(as hereinafter defined), such share shall thereupon become a share of
Common Stock. As used in the preceding sentence, the term "qualified
holder" means (i) a lineal
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descendant of William H. Stewart (who died in 1903 in Galveston County,
Texas), (ii) a spouse of any such descendant and (iii) a personal
representative, trustee or custodian for the benefit of any such spouse
or descendant. A partnership shall be deemed to be a qualified holder
if each of its partners is a qualified holder; a corporation shall be
deemed to be a qualified holder if each holder of its capital stock is
a qualified holder; and a trust shall be deemed to be a qualified
holder if each beneficiary is a qualified holder.
(5) Liquidation. Upon any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, the remaining
net assets of the corporation shall be distributed pro rata to the
holders of the Common Stock and the Class B Common Stock in accordance
with their respective rights and interest.
******
Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, the meeting and vote of stockholders may be dispensed with and such
action may be taken with the written consent of stockholders having not less
than the minimum percentage of the vote required by statute for the proposed
corporate action, provided that prompt notice shall be given to all stockholders
of the taking of corporate action without a meeting and by less than unanimous
consent.
FIFTH: The name and mailing address of the incorporator was:
Name Mailing address
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William M. Ryan 800 Bank of Southwest Building
Houston, Texas 77002
SIXTH: The corporation is to have perpetual existence.
SEVENTH: The Board of Directors of the corporation shall
consist of nine members. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
(1) To make, alter or repeal the by-laws of the corporation.
(2) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
(3) 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.
(4) By a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of two or
more of the Directors of the corporation. The Board of Directors may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, 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; provided,
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however, the by-laws may provide that in the absence or
disqualification of any member of such committee or committees the
member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.
(5) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called upon such notice as
is required by statute, or when authorized by the written consent of
the holders of a majority of the voting stock issued and outstanding,
to sell, lease or exchange all or substantially all the property and
assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration,
which may consist in whole or in part of money or property including
securities of any other corporation or corporations, as the Board of
Directors shall deem expedient and for the best interests of the
corporation.
EIGHTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholder or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH: Meetings of stockholders may be held within or without
the State of Delaware, as the by-laws may provide. The books of the corporation
may be kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the by-laws of the corporation. Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.
TENTH: The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
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ELEVENTH: A director of this 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
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this paragraph by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
3. This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware, by resolution of its Board of Directors adopted at a meeting of such
Board duly called and held, upon notice in accordance with the by-laws of the
corporation.
4. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
IN WITNESS WHEREOF, the corporation has caused its corporate seal to be
affixed hereto and this Certificate to be signed by Stewart Morris, Jr., its
President and attested by Max Crisp, its Secretary, this 19th day of March,
2001.
STEWART INFORMATION
SERVICES CORPORATION
/s/ MAX CRISP By: /s/ STEWART MORRIS, JR.
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Max Crisp, Secretary Stewart Morris, Jr.
President