EXHIBIT 3.01
RESTATED ARTICLES OF INCORPORATION OF FEDERATED INVESTORS, INC.
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FIRST: Name. The name of the Corporation is FEDERATED INVESTORS, INC.
SECOND: Registered Office. The location and post office address of the
registered office of the Corporation in the Commonwealth of Pennsylvania is
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania
15222, in the County of Allegheny.
THIRD: Incorporation. The Corporation was incorporated on October 18, 1957
under the Business Corporation Law of 1933 of the Commonwealth of Pennsylvania
for the purpose or purposes to advise, counsel, and make recommendations on
investment, economic, business and allied matters to individuals,
partnerships, corporations and other entities; to buy, sell and otherwise deal
in stocks, bonds, mutual funds, investment plans and investment securities of
all kinds; and generally to engage in the business of investment adviser and
investment broker-dealer for itself and as agent for others, as well as to
have unlimited power to engage in and to do any lawful act concerning any and
all lawful business for which corporations may be incorporated under such
Business Corporation Law.
FOURTH: Term. The term for which the Corporation is to exist is perpetual.
FIFTH: Capital Stock.
A. Classes and Number of Shares. The aggregate number of shares which the
Corporation shall have authority to issue is One Billion, Twenty Thousand
(1,000,020,000) shares, consisting of (1) Twenty Thousand (20,000) shares of
Class A Common Stock, of no par value, (2) Nine Hundred Million (900,000,000)
shares of Class B Common Stock, of no par value, and (3) One Hundred Million
(100,000,000) shares of Preferred Stock, of no par value. The Board of
Directors of the Corporation shall have the full authority permitted by law to
divide the shares of Preferred Stock into one or more series, to determine the
designation and the number of shares of any series (within the total number of
shares of the class authorized by these Restated Articles of Incorporation),
and to determine the voting rights (whether full, limited, multiple,
fractional or no voting rights), preferences, limitations and special rights,
if any, or any series. Any such division and any such determination may be
made by action of the Board of Directors from time to time and shall
constitute an amendment of this Article FIFTH.
B. Issuance of the Common Stock and the Preferred Stock. Subject to the
preemptive rights of the holders of the Class A Common Stock as hereinafter
provided, the Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any and all shares of Class A Common
Stock, Class B Common Stock and Preferred Stock herein authorized for such
purposes, in such amounts, to such persons (including any corporation or other
business entity), for such consideration, and in the case of the Preferred
Stock, in one more series, all as the Board of Directors in its discretion may
determine and without any vote or other action by the shareholders, except as
otherwise required by applicable law.
C. Powers and Rights of the Common Stock.
1. Voting Rights and Powers. Prior to the agreement date hereinafter
defined in this Article FIFTH (hereinafter sometimes called the "Agreement
Date"), except as otherwise provided in this Article FIFTH or by applicable
law, the holders of the outstanding shares of Class B Common Stock shall
have no voting rights; the entire voting power of the Corporation shall be
vested in the holders of the outstanding shares of
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Class A Common Stock and, with respect to all matters upon which
shareholders are entitled to vote or to which shareholders are entitled to
give consent, each of such holders shall be entitled to cast thereon one
vote in person or by proxy for each share of Class A Common Stock standing
in his or her name. From and after the Agreement Date, with respect to all
matters upon which shareholders are entitled to vote or to which
shareholders are entitled to give consent, the holders of the outstanding
shares of Class A Common Stock and the holders of outstanding shares of
Class B Common Stock, except as otherwise provided herein, shall vote
together without regard to class, and every holder of the outstanding
shares of the Class A Common Stock shall be entitled to cast thereon one
thousand (1,000) votes in person or by proxy for each share of the Class A
Common Stock standing in his or her name and every holder of the
outstanding shares of the Class B Common Stock shall be entitled to cast
thereon one vote in person or by proxy for each share of Class B Common
Stock standing in his or her name; except, however, that holders of the
Class A Common Stock, voting separately as a class with each holder of the
outstanding shares of Class A Common Stock being entitled to one vote in
person or by proxy for each share of the Class A Common Stock standing in
his or her name, shall have the right to elect that number of directors so
that four-tenths ( 4/10) (calculated to the next highest whole number) of
the total number of directors of the Corporation fixed from time to time
by, or in the manner provided for in, the Bylaws of the Corporation, shall
have been elected by the holders of the Class A Common Stock separately.
With respect to any proposed amendment to these Restated Articles of
Incorporation which would increase or decrease the number of authorized
shares of either Class A Common Stock or Class B Common Stock, or alter or
change the powers, preferences, relative voting power or special rights of
the shares of Class A Common Stock or Class B Common Stock so as to affect
them adversely, the approval of a majority of the votes entitled to be cast
by the holders of the class affected by the proposed amendment, voting
separately as a class, shall be obtained in addition to the approval of a
majority of the votes entitled to be cast by the holders of the Class A
Common Stock and the Class B Common Stock voting together without regard to
class as hereinbefore provided.
2. Exceptions. Notwithstanding anything contained herein to the contrary,
prior to the Agreement Date, without the consent (given in writing or by
vote at any regular or special meeting of the shareholders of the
Corporation) of the holders of a majority of the then outstanding shares of
Class B Common Stock, the Corporation shall not:
(a) merge, consolidate with or otherwise acquire any corporation or
other business entity; provided, however, that, in a transaction (i) in
which the Corporation is the surviving entity and (ii) pursuant to
which these Restated Articles of Incorporation have not been amended,
altered, repealed or superseded, the Corporation may, without such
consent, merge, consolidate with or otherwise acquire any corporation
or other business entity;
(b) sell, lease, exchange or otherwise dispose of all or
substantially all of the assets of the Corporation or any subsidiary
thereof to other than a wholly-owned subsidiary of the Corporation;
provided, however, that, (i) in any transaction or series of related
transactions not exceeding in value One Hundred Million Dollars
($100,000,000.00) in the aggregate (taking into account all liabilities
assumed by the Corporation or its subsidiaries in any such transaction
or transactions) involving all or substantially all of the assets of
any subsidiary, or (ii) in any transaction or series of related
transactions involving a securitization or other receivables sale
transaction, the Corporation may, without such consent, sell, lease,
exchange or otherwise dispose of all or substantially all of the assets
of such subsidiary;
(c) effect any amendment to these Restated Articles of Incorporation
or the Bylaws of the Corporation that adversely affects the rights,
powers or preferences of the shares of Class B Common Stock; or
(d) liquidate, dissolve or otherwise wind up the affairs of the
Corporation.
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3. Board of Directors.
a. Number. The Board of Directors of the Corporation shall consist of
at least five members, all of whom prior to the Agreement Date shall be
elected by the holders of the Class A Common Stock voting separately as
a class as hereinbefore provided and at least two of whom from and
after the Agreement Date shall be elected by the holders of the Class A
Common Stock voting separately as a class as hereinbefore provided.
b. Standing and Term. All directors, whether elected by the holders
of the Class A Common Stock voting separately as a class or elected by
the holders of both the Class A Common Stock and the Class B Common
Stock voting together, shall have equal standing, serve terms of equal
duration and have equal voting powers.
c. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled
by a majority vote of the remaining directors then in office, even
though less than a quorum; provided however, that any vacancies and
newly created directorships involving directors who have been or shall
be elected by the holders of the Class A Common Stock voting separately
as a class as hereinbefore provided shall be filled by a majority vote
of the remaining directors then in office elected by the holders of the
Class A Common Stock voting separately as a class and that any
vacancies and newly created directorships involving directors who have
been or shall be elected by the holders of the Class A Common Stock and
the Class B Common Stock voting together as hereinbefore provided shall
be filled by a majority of the remaining directors then in office
elected by the holders of the Class A Common Stock and the Class B
Common Stock voting together.
d. Removal. Directors elected by the holders of the Class A Common
Stock voting separately as a class, and directors filling vacancies and
newly created directorships involving directors who have been or shall
be elected by the holders of the Class A Common Stock voting separately
as a class as hereinbefore provided, may be removed, with or without
cause, only by the vote or consent of a majority of the votes then
entitled to be cast by the holders of the Class A Common Stock, voting
separately as a class. Directors elected by the holders of the Class A
Common Stock and the Class B Common Stock voting together without
regard to class, and directors filling vacancies and newly created
directorships, other than those involving directors who have been or
shall be elected by the holders of the Class A Common Stock voting
separately as a class as hereinbefore provided, may be removed, with or
without cause, only by the vote or consent of a majority of the votes
then entitled to be cast by the holders of the Class A Common Stock and
the Class B Common Stock, voting together without regard to class.
4. Dividends and Distributions. Each share of Class A Common Stock and
each share of Class B Common Stock shall be equal in respect of rights to
dividends and distributions, when and as declared, whether in cash or in
the form of stock or other property of the Corporation; except, however,
that, in the case of dividends or other distributions payable in stock of
the Corporation, other than Preferred Stock, including distributions
pursuant to stock split-ups or divisions, only shares of Class A Common
Stock shall be distributed with respect to the Class A Common Stock and
only shares of Class B Common Stock shall be distributed with respect to
the Class B Common Stock.
5. Preemptive Rights. Each holder of any shares of Class A Common Stock
then outstanding shall be entitled to a preemptive right to purchase or
subscribe for any unissued shares of Class A Common Stock to be issued by
the Corporation for any reason, including any increase of the authorized
number of shares of Class A Common Stock, or for any additional shares of
any class of the capital stock of the Corporation or any bonds,
certificates of indebtedness, debentures or other securities convertible
into shares of Class A Common Stock, or carrying any rights to purchase
shares of Class A Common Stock, whether such shares or bonds, certificates
of indebtedness, debentures or other securities shall be issued for cash,
property or
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other lawful consideration. The holders of the Class B Common Stock shall
have no preemptive rights to subscribe for any shares of any class of stock
of the Corporation, whether now or hereafter authorized.
6. Other Rights. Except as otherwise required by applicable law or as
otherwise provided in these Restated Articles of Incorporation, each share
of Class A Common Stock and each share of Class B Common Stock shall have
identical powers, preferences and rights, including rights in liquidation.
Upon liquidation of the Corporation, holders of Class A Common Stock and
holders of Class B Common Stock are entitled to share ratably in the assets
thereof that may be available for distribution after satisfaction of
creditors. In addition, in connection with a Company Sale (as hereinafter
defined), the holders of the Class A Common Stock and the Class B Common
Stock shall receive the same amount of consideration per share,
notwithstanding any differences in voting rights. The term "Company Sale"
shall be deemed to include the following: (A) the acquisition of the
Corporation by another entity by means of any transaction or series of
related transactions (including, without limitation, any reorganization,
merger, consolidation or stock purchase) and (B) a sale of all or
substantially all of the assets of the Corporation. In any Company Sale, if
the consideration received by the Corporation or its stockholders, as the
case may be, is other than cash, its value, as determined in good faith by
the Board of Directors, will be deemed its fair market value.
7. Duration of Class Rights and Powers. At any time when there shall be
no shares of Class A Common Stock outstanding but there shall be shares of
Class B Common Stock outstanding, except as otherwise provided in this
Article FIFTH or by applicable law, without any action by the Board of
Directors or the holders of the shares of Class B Common Stock outstanding,
the entire voting power of the Corporation shall then be vested in the
holders of the outstanding shares of Class B Common Stock and, with respect
to all matters upon which shareholders are entitled to vote or to which
shareholders are entitled to give consent, each of such holders shall be
entitled to cast thereon one vote in person or by proxy for each share of
Class B Common Stock standing in his or her name; and the provisions of
these Restated Articles of Incorporation which provide for different voting
rights for the Class A Common Stock shall not be of any effect.
D. Powers and Rights of the Preferred Stock. The voting rights, preferences,
limitations and special rights, if any, pertaining to the Preferred Stock, or
any series thereof, shall be such as may be fixed by the Board of Directors of
the Corporation in its sole discretion, authority so to do being hereby
expressly vested in the Board of Directors.
E. Agreement Date. For the purposes of this Article FIFTH, the term
"Agreement Date" as used herein shall mean the first date on which the Company
shall execute and deliver, and enter into, a legally binding and enforceable
agreement providing for the issue by the Company of shares of Class B Common
Stock in a transaction constituting a business combination which, for
financial reporting purposes, shall be accounted for as a pooling of interests
in accordance with generally accepted accounting principles.
F. Shares Represented by Certificates and Uncertificated Shares. The shares
of the Corporation of any class or series shall be represented by certificates
or shall be uncertificated shares.
SIXTH: No Cumulative Voting. The shareholders of the Corporation shall not
have the right to cumulate their votes for election of directors of the
Corporation.
SEVENTH: Amendment. Subject to the provisions of Article FIFTH hereof, these
Restated Articles of Incorporation may be amended in the manner prescribed at
the time by applicable law; and all rights conferred upon shareholders in
these Restated Articles of Incorporation are granted subject to this
reservation.
EIGHTH: Restatement. These Restated Articles of Incorporation supersede the
original Articles of Incorporation of the Corporation and all amendments
thereto.
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