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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 and also amends 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 100 West Tenth Street in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 100 West Tenth Street, Wilmington, Delaware.
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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 6,500,000 of which 5,000,000 shares of the par value
of $1 each, amounting in the aggregate to $5,000,000, 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
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entitled to one vote for each share held. For so long as there are issued and
outstanding 175,000 or more shares of Class B Common Stock (adjusted
proportionately for stock dividends and stock splits or combinations), 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 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 175,000 shares but more than 100,000 shares
(adjusted proportionately for stock dividends and stock splits or
combinations), 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. Except as
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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 100,000 (adjusted proportionately for stock dividends and
stock splits or combinations), 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;
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(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 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 lineal descendant of William H. Stewart (who died in 1903 in
Galveston County, Texas), a spouse of any such descendant or a personal
representative, trustee or custodian for
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the benefit of any such spouse or descendant, such share shall thereupon become
a share of Common Stock.
(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 Stock in accordance with their respective rights and
interests.
*****
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 statue 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 is:
Name Mailing Address
---- ---------------
William M. Ryan 800 Bank of Southwest Building
Houston, Texas 77002
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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, 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.
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(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
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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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3. This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware, by written consent of the sole stockholder in accordance
with Section 228 thereof.
4. The capital of the corporation will not be reduced under or by reason
of any amendment in 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 its President and attested
by its Secretary, this 20 day of October, 1970.
STEWART INFORMATION SERVICES CORPORATION
BY James W. Davis
-------------------------------------
Executive Vice President
[SEAL]
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STATE OF TEXAS )
) SS.
COUNTY OF HARRIS )
BE IT REMEMBERED that on this 20 day of October, 1970, personally
came before me a notary public in and for the State and County of aforesaid,
James W. Davis, Executive Vice President of Stewart Information Services
Corporation, a Delaware corporation, known to me personally to be such, and
acknowledged that he signed the foregoing Restated Certificate of
Incorporation, that the Restated Certificate of Incorporation is the act and
deed of the corporation and that the facts stated therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office
the day and year aforesaid.
B. Weaver
---------------------
Notary Public
NOTARY PUBLIC
COUNTY OF HARRIS, TEXAS
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That a meeting of the Board of Directors of Stewart Information
Services Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation
be amended by deleting the Article thereof numbered "Fourth (1)" so that,
as amended, said Article shall be and read 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
175,000 or more shares of Class B Common Stock (adjusted
proportionately for stock dividends and stock splits or
combinations), 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 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 175,000 shares but more than 100,000
shares (adjusted proportionately for stock dividends and stock splits
or combinations), 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 100,000
(adjusted proportionately for stock dividends and stock splits or
combinations), 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
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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.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Stewart Information Services Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Stewart Morris, its President, and stressed by Max Crisp, its
Secretary, this 27th day of April, 1979.
STEWART INFORMATION SERVICES
CORPORATION
By /s/ STEWART MORRIS
--------------------
President
(Corporate Seal)
ATTEST:
/s/ MAX CRISP
- ---------------
Secretary
THE STATE OF TEXAS )
COUNTY OF HARRIS )
BE IT REMEMBERED that on this 27th day of April, 1979, personally came
before me, a Notary Public in and for the County and State aforesaid, Stewart
Morris, President of Stewart Information Services Corporation, a corporation of
the State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed
of said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation
is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.
/s/ SUE M. NOLZ
---------------------------
NOTARIAL SEAL Notary Public in and
for Harris County, Texas
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Stewart Information
Services Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and directing that said amendment be considered
at the next annual meeting of the stockholders of said corporation. The
resolution setting forth the proposed amendment is as follows:
RESOLVED, that the restated Certificate of Incorporation of the Company be
amended by deleting therefrom paragraph (4) of Article Fourth and adding a new
paragraph (4) as follows:
(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 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 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 qualified holder; a
corporation shall be deemed to be 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.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meetings of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: Trust said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.
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IN WITNESS WHEREOF, said Stewart Information Services Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Stewart Morris, its President, and attested by Max Crisp, its
Secretary, this 2nd day of June, 1980.
STEWART INFORMATION SERVICES
CORPORATION
By: /s/ STEWART MORRIS
-----------------------
President
(Corporate Seal)
ATTEST:
/s/ MAX CRISP
- ----------------
Secretary
THE STATE OF TEXAS
COUNTY OF HARRIS
BE IT REMEMBERED that on this 2nd day of June, 1980, personally came
before me, a Notary Public in and for the County and State aforesaid, Stewart
Morris, President of Stewart Information Services Corporation, a corporation of
the State of Delaware, and he duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed
of said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation
is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.
/s/ SUE M. NOLZ
--------------------------
Notary Public in and
for Harris County, Texas
NOTARIAL SEAL
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Stewart Information
Services Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation
be amended by adding thereto Article Eleventh, which Article shall read as
follows:
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.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.
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IN WITNESS WHEREOF, said Stewart Information Services Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Stewart Morris, its President, and attested by Max Crisp, its
Secretary, this 18th day of May, 1987.
STEWART INFORMATION SERVICES
CORPORATION
By /s/ STEWART MORRIS
---------------------------------
President
(Corporate Seal)
ATTEST:
/s/ MAX CRISP
- ---------------------------------
Secretary
THE STATE OF TEXAS )
COUNTY OF HARRIS )
BE IT REMEMBERED that on this 18th day of May, 1987, personally came
before me, a Notary Public in and for the County and State aforesaid, Stewart
Morris, President of Stewart Information Services Corporation, a corporation of
the State of Delaware, and be duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed
of said corporation and the facts stated therein are true; and that the seal
affixed to said certificate and attested by the Secretary of said corporation
is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
the day and year aforesaid.
/s/ SANDI M. BRYANT
-----------------------------------
SANDI M. BRYANT NOTARY PUBLIC IN
AND FOR THE STATE
OF TEXAS
[SEAL OF NOTARY]
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
STEWART INFORMATION SERVICES CORPORATION
Stewart Information Services Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Stewart Information
Services Corporation, resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation
be amended by deleting the first full paragraph of Article thereof numbered
"Fourth" and adding a new first paragraph of such Article as follows:
"Fourth: The total number of shares of stock which the
corporation shall have authority to issue is 16,500,000, of which
15,000,000 shares of the par value of $1 each, amounting in the
aggregate to $15,000,000, 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."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said Stewart Information Services Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Stewart Morris, its President, and attested by Max Crisp, its
Secretary, this 30th day of April, 1993.
STEWART INFORMATION SERVICES CORPORATION
By /s/ STEWART MORRIS
--------------------------------------
Stewart Morris, President
(Corporate Seal)
ATTEST:
/s/ MAX CRISP
- --------------------------------------
Max Crisp, Secretary