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EXHIBIT 3.3
HPSC, INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
HPSC, Inc., a Delaware corporation organized on January 20, 1975 under
the name "Healthco Professional Leasing Corporation" does hereby certify as
follows:
FIRST: That at a meeting of the Board of Directors held on March 8, 1995,
resolutions were duly adopted setting forth proposed amendments to the Restated
Certificate of Incorporation of said corporation, declaring each such amendment
to be advisable and directing consideration thereof by the stockholders at the
next annual meeting of stockholders of the corporation. The resolutions setting
forth the proposed amendments are as follows:
RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended to add thereto the following Article 10:
"(a) The number of Directors that shall constitute the entire Board of
Directors of this corporation shall be not less than three (3) nor more than
twelve (12), subject to the provisions of this Article 10. The exact number of
Directors shall be fixed, within the foregoing limitations, by the vote of a
majority of the entire Board of Directors.
(b) The Board of Directors shall be and is divided into three classes:
Class I, Class II and Class III, which shall be as nearly equal in number as
possible; provided, however, that the number of Directors in any one class may
not exceed the number of Directors in any other class by more than one. Each
Director shall serve for a term ending on the date of the third annual meeting
of stockholders following the annual meeting at which the Director was elected;
provided, however, that each initial Director in Class I shall hold office until
the annual meeting of stockholders in 1996; each initial Director in Class II
shall hold office until the annual meeting of stockholders in 1997 and each
initial Director in Class III shall hold office until the annual meeting of
stockholders in 1998. Notwithstanding the foregoing provisions of this Article,
each Director shall serve until his successor is duly elected and qualified or
until his death, resignation or removal.
(c) In the event of any increase or decrease in the authorized number
of Directors, the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of Directors so as to maintain such classes as nearly equal as
possible. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.
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(d) Newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
exclusively by the affirmative vote of a majority of the remaining Directors
then in office (and not by stockholders), even if such remaining Directors
constitute less than a quorum of the Board of Directors, or by a sole remaining
Director. Any Director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of Directors in
which the new directorship was created or the vacancy occurred and until such
Director's successor is duly elected and qualified or until his death,
resignation or removal.
(e) Any Director may be removed from office only for cause, and only
upon the affirmative vote of the holders of at least seventy-five percent (75%)
of the voting power of the corporation's stock.
(f) Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock issued by this corporation having a preference
over the common stock as to dividends or upon liquidation shall have the right,
voting separately by class or series, to elect Directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies,
terms of removal and other features of such directorships shall be governed by
the terms of Article 4 and the resolution or resolutions establishing such class
or series adopted pursuant thereto and such Directors so elected shall not be
divided into classes pursuant to this Article 10 unless expressly provided by
such terms.
(g) Notwithstanding anything contained in this Certificate of
Incorporation or the corporation's By-Laws to the contrary, this Article 10 and
Sections 2, 3, 5 and 6 of Article II of the corporation's By-Laws shall not be
altered, amended, or repealed, and no provisions inconsistent therewith shall be
adopted, without the affirmative vote of the holders of not less than
seventy-five percent (75%) of the outstanding stock of the corporation entitled
to vote generally in the election of Directors, voting together as a single
class (it being understood that for the purposes of this Article 10, each share
shall have one vote except as otherwise provided in accordance with Article 4)."
FURTHER RESOLVED, that the Restated Certificate of Incorporation of
this corporation be amended to add thereto the following Article 11:
"(a) All actions taken by stockholders shall be taken only at an annual
or special meeting of stockholders. No action by stockholders may be taken by
written consent or otherwise without a meeting.
(b) Notwithstanding anything contained in this Certificate of
Incorporation or the corporation's By-Laws to the contrary, this Article 11 and
Section 11 of Article I of the corporation's By-Laws shall not be altered,
amended or repealed, and no provisions inconsistent therewith shall be adopted,
without the affirmative vote of the holders of not
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less than seventy-five percent (75%) of the outstanding stock of the corporation
entitled to vote generally in the election of Directors, voting together as a
single class."
FURTHER RESOLVED, that each such proposed amendment be presented to the
stockholders of the corporation for approval in accordance with law.
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 each amendment contained in this Certificate.
THIRD: That each amendment contained in this Certificate has been duly adopted
in accordance with Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said HPSC, Inc. has caused this Certificate to be
signed by John W. Everets, its chairman of the board, and Dennis W. Townley, its
secretary, and its corporate seal to be affixed hereto this 19th day of May,
1995.
/S/ John W. Everets
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John W. Everets
Chairman of the Board
Attest:
/s/ Dennis W. Townley CORPORATE SEAL
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Dennis W. Townley
Secretary
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