EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
STILLWATER MINING COMPANY
Stillwater Mining Company (the "Corporation") was incorporated under that
name by the filing of its original Certificate of Incorporation with the
Secretary of State of the State of Delaware on December 2, 1992. This Restated
Certificate of Incorporation of the Corporation, which both restates and
further amends the provisions of the Corporation's Certificate of Incorporation
as heretofore amended, was duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware
and by the written consent of its stockholders in accordance with Section 228
of the General Corporation Law of the State of Delaware, and written notice
thereof has been given to all stockholders who did not consent thereto in
writing.
ARTICLE 1
The name of the Corporation is Stillwater Mining Company.
ARTICLE 2
The address of the Corporation's registered office in the County of Kent,
State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman
Square, Suite L-100, Dover, Delaware 19904. The name of its registered agent at
such address is The Prentice-Hall Corporation System, Inc.
ARTICLE 3
The nature of the business of the Corporation and the purposes for which
it is organized is to engage in any business and in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware and to possess and employ all powers and privileges now
or hereafter granted or available under the laws of the State of Delaware to
such corporations.
ARTICLE 4
The authorized capital stock of the Corporation shall consist of Fifty
Million (50,000,000) shares of Common Stock, par value $.01 per share, and One
Million (1,000,000) shares of Preferred Stock, par value $.01 per share. The
Preferred Stock may be issued from time to time as shares of one or more
series. Subject to the provisions hereof and the limitations prescribed in the
Corporation's bylaws or by law, the Board of Directors is authorized to, by
adopting resolutions providing for the issuance of Preferred Stock of any
particular series, to establish the number of shares of
Preferred Stock to be included in each such series. Subject to the provisions
hereof and the limitations prescribed in the Corporation's bylaws or by law,
the Board of Directors is further authorized, by adopting resolutions providing
for the issuance of Preferred Stock, to fix the designations, relative powers,
preferences and rights, and the qualifications, limitations and restrictions
thereof, including without limitation the right to create voting rights and
dividend and liquidation preferences greater than those of Common Stock.
ARTICLE 5
Board of Directors
5.1 Number. Except as otherwise provided for or fixed pursuant to the
provisions of Article 4 of this Certificate relating to the rights of holders
of any series of Preferred Stock, the number of directors constituting the
entire Board of Directors shall be seven.
5.2 Cumulative Voting. Except as otherwise provided for or fixed
pursuant to the provisions of Article 4 of this Certificate relating to the
rights of holders of any series of Preferred Stock, each stockholder entitled
to vote for director shall be entitled at all elections of directors to as many
votes as shall equal the number of votes which (except for these provisions as
to cumulative voting) such stockholder would be entitled to cast for the
election of directors with respect to such stockholder's shares of stock
multiplied by the number of directors to be elected, and such stockholder may
cast all of such votes for a single director or may distribute them among the
number to be voted for, or for any two or more of them as such holder may see
fit.
5.3 Election of Directors. Directors need not be elected by written
ballot, unless the bylaws so require.
ARTICLE 6
Subject to the limitations contained in the bylaws, the Board of Directors
of the Corporation is expressly authorized to make, alter, or repeal the
bylaws of the Corporation, but such authorization shall not divest the
stockholders of the power, nor limit their power, to adopt, amend, or repeal
bylaws.
ARTICLE 7
Any action required or permitted to be taken by the stockholders of the
Corporation may be effected by written consent of the stockholders of the
number of shares required to approve actions at duly convened meetings of
stockholders at which all shares entitled to vote thereon were present and
entitled to vote.
ARTICLE 8
Notwithstanding that a lesser or no vote may be required by law of the
stockholders of the Corporation, and in addition to any other vote of the
stockholders
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required by law or this Restated Certificate of Incorporation, but subject to
Section 253 of the General Corporation Law of the State of Delaware, the
following matters shall require either (a) the favorable vote by the
stockholders holding at least two-thirds (2/3) of the then issued and
outstanding shares of Common Stock or (b) the favorable vote of stockholders
holding at least a majority of the then issued and outstanding shares of Common
Stock if such matter has received the favorable vote of at least seventy-five
percent (75%) of the entire Board of Directors of the Corporation: (i) the
merger or consolidation of the Corporation of any of its subsidiaries with any
other entity (except in connection with a merger consummated for the sole
purpose of changing the jurisdiction of organization of the Corporation or any
of its subsidiaries), (ii) a sale in one transaction or a series of related
transactions of all or substantially all of the Corporation's assets or (iii) an
amendment to Section 5.1, Section 5.2, Article 10 or this Article 8. As used in
this Article 8 and in this Certificate of Incorporation generally, the term
"entire Board of Directors" means the total number of directors which the
Corporation would have if there were no vacancies.
ARTICLE 9
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except as to 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) for violations of Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derived any improper personal benefit. If the General Corporation Law
of the State of Delaware hereafter is amended to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each director
shall be eliminated or limited to the fullest extent provided or permitted by
the amended General Corporation Law of the State of Delaware.
ARTICLE 10
At such time as Manville Corporation, together with any direct or indirect
wholly-owned subsidiaries of Manville Corporation, no longer holds of record
shares of Common Stock or other Corporation securities having general voting
power in the election of directors ("Voting Securities") constituting, in the
aggregate, thirty percent (30%) or more of the total general voting power of the
Corporation's Voting Securities outstanding, then Section 5.1 and Article 8 of
this Certificate of Incorporation shall become forever null and void and shall
be of no further force and effect.
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IN WITNESS WHEREOF, the undersigned hereby declares and certifies that
this is the duly authorized act and deed of the Corporation and that the facts
herein are true, and accordingly, has hereunto set his hand effective as of the
21st day of December, 1994.
/s/ CHARLES R. ENGLES
---------------------------
Charles R. Engles, Chairman
ATTEST:
/s/ ROGER P. TWISSELMAN
---------------------------
Roger P. Twisselman, Secretary
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