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EXHIBIT 3(b)
RESTATED ARTICLES OF INCORPORATION
OF
H & R BLOCK, INC.
(As amended through September 18, 1996)
We, the undersigned, being natural persons of the age of twenty-one
years or more and subscribers to the shares of the corporation under "The
General and Business Corporation Act of Missouri", Chapter 351, R.S. Mo. 1949,
do hereby adopt the following Articles of Incorporation.
ARTICLE ONE
The name of the corporation is: H & R BLOCK, INC.
ARTICLE TWO
The address of its initial registered office in the State of Missouri
is: 3937 Main Street, in the City of Kansas City, Missouri, and the name of
its initial registered agent at such address is: L. E. BLOCH, JR.
ARTICLE THREE
The aggregate number of shares of all classes of stock which the
corporation shall have the authority to issue is 406,000,000 divided into two
classes as follows:
(i) 400,000,000 shares of a class designated Common Stock, without
par value; and
(ii) 6,000,000 shares of a class designated Preferred Stock,
without par value.
The voting powers, designations, preferences, qualifications,
limitations, restrictions and special or relative rights in respect of each
class of stock are or shall be fixed as follows:
(1) Preferred Stock. The Board of Directors is expressly
authorized to issue the Preferred Stock from time to time, in one or more
series, provided that the aggregate number of shares issued and outstanding at
any time of all such series shall not exceed 6,000,000. The Board of Directors
is further authorized to fix or alter, in respect of each such series, the
following terms and provisions of any authorized and unissued shares of such
stock:
(a) The distinctive serial designation;
(b) The number of shares of the series, which number may at any
time or from time to time be increased or decreased (but not
below the number of shares of such series then outstanding) by
the Board of Directors;
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(c) The voting powers and, if voting powers are granted, the
extent of such voting powers including the right, if any, to
elect a director or directors;
(d) The election, term of office, filling of vacancies and other
terms of the directorships of directors elected by the holders
of any one or more classes or series of such stock;
(e) The dividend rights, including the dividend rate and the dates
on which any dividends shall be payable;
(f) The date from which dividends on shares issued prior to the
date for payment of the first dividend thereon shall be
cumulative, if any;
(g) The redemption price, terms of redemption, and the amount of
and provisions regarding any sinking fund for the purchase or
redemption thereof;
(h) The liquidation preferences and the amounts payable on
dissolution or liquidation;
(i) The terms and conditions, if any, under which shares of the
series may be converted; and
(j) Any other terms or provisions which the Board of Directors is
by law authorized to fix or alter.
(2) Common Stock. The holders of shares of Common Stock shall be
entitled (i) to vote on all matters at all meetings of the shareholders of the
corporation on the basis of one vote for each share of Common Stock held of
record; (ii) subject to any preferential dividend rights applicable to the
Preferred Stock, to receive such dividends as may be declared by the Board of
Directors; and (iii) in the event of the voluntary, or involuntary, liquidation
or winding up of the corporation, after distribution in full of any
preferential amounts to be distributed to holders of shares of Preferred Stock,
to receive all of the remaining assets of the corporation available for
distribution to its shareholders, ratably in proportion to the aggregate number
of their shares of Common Stock and Preferred Stock (if the holders of such
Preferred Stock are entitled to share in such distribution).
(3) Provisions applicable to Common and Preferred Stock. No
holder of shares of stock of the corporation of any class shall be entitled, as
a matter of right, to purchase or subscribe for any shares of stock of the
corporation, of any class, whether now or hereafter authorized. The Board of
Directors shall have authority to fix the issue price of any and all shares of
stock of the corporation of any class.
ARTICLE FOUR
The number of shares to be issued before the corporation shall
commence business is: Twenty (20) shares of common stock, and the
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consideration to be paid therefor, and the capital with which the corporation
will commence business, is: Two Thousand ($2,000.00) Dollars. All of said
shares have been first duly subscribed by the undersigned incorporators and
have been paid up in lawful money of the United States.
ARTICLE FIVE
The names and places of residence of the subscribers and shareholders,
and the number of shares of stock subscribed by each, are:
Name Residence No. of Shares
---- --------- -------------
R. A. BLOCH 6501 Overbrook, Kansas City, Mo. 10
HENRY W. BLOCH 2026 W. 63rd St., Kansas City, Mo. 9
L. E. BLOCH, JR. 414 W. 58th St., Kansas City, Mo. 1
ARTICLE SIX
(A) Number of Directors. The number of directors to constitute
the Board of Directors shall be not less than nine nor more than fifteen, the
exact number to be fixed by a resolution adopted by the affirmative vote of a
majority of the whole Board, but to be twelve until otherwise determined. Any
change in the number of directors, as provided herein, shall be reported to the
Secretary of State of Missouri within 30 calendar days of such change.
(B) Classification of Directors. At the annual meeting of the
shareholders of the corporation in 1983, the directors of the corporation shall
be divided into three classes: Class I, Class II and Class III. Membership in
such classes shall be as nearly equal as possible and any increase or decrease
in the number of directors shall be apportioned by the Board of Directors among
the classes to maintain the number of directors as nearly as equal as possible.
The initial Class I directors shall hold office until the annual meeting of
shareholders of the corporation in 1984, the initial Class II directors shall
hold office until the annual meeting of shareholders of the corporation in
1985, and the initial Class III directors shall hold office until the annual
meeting of shareholders of the corporation in 1986 or, in each case, until
their successors are elected and qualified and subject to prior death,
resignation, retirement or removal from office. Beginning in 1984, at each
annual meeting of shareholders the directors elected to succeed those whose
terms then expire shall belong to the same class as the directors they succeed
and shall hold office until the third succeeding annual meeting of shareholders
or until their successors are elected and qualified and subject to the prior
death, resignation, retirement or removal from office of a director. No
decrease in the number of directors constituting the Board of Directors shall
reduce the term of any incumbent director.
Whenever the holders of any one or more classes or series of Preferred
Stock of the corporation shall have the right to elect directors, the election,
term of office, filling of vacancies and
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other terms of such directorships shall be governed by the provisions of these
Article of Incorporation applicable to such Preferred Stock and such directors
shall be divided into classes pursuant to this Article Six unless expressly
provided or determined as provided elsewhere in these Articles of
Incorporation.
(C) Vacancies. Newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board of Directors
resulting from any cause shall be filled by a majority of the Board of
Directors then in office, although less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as his
or her predecessor.
(D) Removal of Directors. The entire Board of Directors of the
corporation may be removed at any time but only by the affirmative vote of the
holders of 80% or more of the outstanding shares of each class of stock of the
corporation entitled to elect one or more directors at a meeting of the
shareholders called for such purpose.
(E) Bylaws. The Board of Directors shall have the power to make,
alter, amend, change, add to or repeal the Bylaws of the corporation.
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The purposes for which the corporation is formed are as follows:
(1) To perform bookkeeping services, including the preparation of
books of account, balance sheets and profit and loss statements, to render tax
services, including the preparation of tax returns, and to perform any and all
other services directly or indirectly related thereto.
(2) To purchase, lease or otherwise acquire, hold, own, improve,
develop, sell, mortgage, pledge and otherwise deal in and with real and
personal property of every kind and description in the United States of
America, and in any territory, colony, dependency or district thereof, and in
any foreign country or countries to the extent that the same may be lawfully
permissible.
(3) To buy, sell, utilize, lease, rent, import, export,
manufacture, produce, design, prepare, assemble, fabricate, distribute and
otherwise deal in, either at wholesale or retail, or both, either as principal,
agent or on commission, all commodities, goods, wares, merchandise, machinery,
tools, devices, apparatus, equipment and all other personal property, whether
tangible or intangible, of every kind and description.
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(4) To buy, purchase, manufacture, assemble, distribute, lease
(either as lessor or lessee), acquire, sell or in any manner dispose of,
import, export, use, operate, rent, hire, mortgage, furnish, grant the use of,
repair and generally deal in all kinds of construction, building and
engineering equipment, including, but not limited to, bulldozers, castings,
cranes, compressors, concrete mixers, drag lines, dump wagons, earth moving
machinery and equipment, plows, pumps, road machines, road rollers, scrapes,
shovels, tractors, trucks and automobile equipment, and in general all kinds of
machinery, appliances, devices, implements, tools, fixtures, instruments,
supplies, materials, and property of every kind and description, usable or
adaptable for use by contractors and civil engineers.
(5) To apply for, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, enjoy, turn to
account, grant licenses in respect of, manufacture under, introduce, sell,
assign, mortgage, pledge or otherwise dispose of:
a. Any and all inventions, devices and processes and any
improvements and modifications thereof;
b. Any and all letters patent of the United States or of any
other country, state or locality, and all rights connected therewith
or appertaining thereto;
c. Any and all copyrights granted by the United States or any
other country, state or locality as aforesaid;
d. Any and all trade-marks, trade names, trade symbols and other
indications of origin and ownership granted by or recognized under the
laws of the United States or of any other country, state or locality
as aforesaid; and to conduct and carry on its business in any or all
of its various branches under any trade name or trade names.
(6) To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose of
discovering new products or to improve products, articles and things and to
acquire, own, operate, maintain and dispose of, whenever the corporation deems
such action desirable, laboratories and similar facilities, plants and any and
all other establishments, and to procure, own and hold all necessary equipment
in respect thereof, for the purposes aforesaid.
(7) To enter into any lawful contract or contracts with persons,
firms, corporations or other entities, governments or any agencies or
subdivisions thereof, including guaranteeing the obligations of any person,
firm, or corporation or other entity.
(8) To purchase and acquire, as a going concern or otherwise, and
to carry on, maintain and operate all or any part of the property or business
of any corporation, firm, association, entity, syndicate, or person whatsoever,
deemed to be of benefit to the corporation, or of use in any manner in
connection with any of its
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objects or purposes; and to acquire, own, hold and use and dispose of, upon
such terms as may seem advisable to the corporation, any and all property,
real, personal or mixed, and any interest therein deemed necessary, useful or
of benefit to the corporation in any manner in connection with any of its
objects or purposes.
(9) To purchase or otherwise acquire, hold, sell, pledge, reissue,
transfer or otherwise deal in shares of the corporation's own stock, provided
that it shall not use its funds or property for the purchase of its own shares
of stock when such use would be in any manner prohibited by law, by the
articles of incorporation or by the bylaws of the corporation; and, provided
further, that shares of its own stock belonging to it shall not be voted upon
directly or indirectly.
(10) To invest, lend and deal with moneys of the corporation in any
lawful manner, and to acquire by purchase, by the exchange of stock or other
securities of the corporation, by subscription or otherwise and to invest in,
to hold for investment or for any other purpose, and to deal in and use, sell,
pledge, or otherwise dispose of, and in general to deal in any interest
concerning or enter into any transaction with respect to (including "long" and
"short" sales of) any stocks, bonds, notes, debentures, certificates, receipts
and other securities and obligations of any government, state, municipality,
corporation, association or other entity, including individuals and
partnerships and, while owner thereof, to exercise all of the rights, powers
and privileges of ownership, including, among other things, the right to vote
thereon for any and all purposes and to give consent with respect thereto.
(11) To borrow or raise money for any purpose of the corporation
and to secure the same and the interest accruing on any such loan, indebtedness
or obligation of the corporation, and for that or any other purposes to
mortgage, pledge, hypothecate or charge all or any part of the present or
hereafter acquired property, rights and franchises of the corporation, real,
personal, mixed or of any character whatever, subject only to limitations
specifically imposed by law.
(12) To do any or all of the things hereinabove enumerated alone
for its own account, or for the account of others, or as the agent for others,
or in association with others or by or through others, and to enter into all
lawful contracts and undertakings in respect thereof.
(13) To have one or more offices, to conduct its business, carry on
its operations and promote its objects within and without the State of
Missouri, in other states, the District of Columbia, the territories, colonies
and dependencies of the United States and in foreign countries, without
restriction as to place, manner or amount, but subject to the laws of such
state, district, territory, colony, dependency or country; and to do any or all
of the things herein set forth to the same extent as natural persons might or
could do and in any part of the world, either alone or in company with others.
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(14) In general, to carry on any other business in connection with
each and all of the foregoing or incidental thereto, and to carry on, transact
and engage in any and every lawful business or other lawful thing calculated to
be of gain, profit or benefit to the corporation as fully and freely as a
natural person might do, to the extent and in the manner, anywhere within or
without the State of Missouri, as it may from time to time determine; and to
have and exercise each and all of the powers and privileges, either direct or
incidental, which are given and provided by or are available under the laws of
the State of Missouri in respect of private corporations organized for profit
thereunder; provided, however, that the corporation shall not engage in any
activity for which a corporation may not be formed under the laws of the State
of Missouri.
It is the intention that each of the objects, purposes and powers
specified in each of the paragraphs in this Article Eight shall be in no wise
limited or restricted by reference to or inference from the terms of any other
paragraph, but that the objects, purposes and powers specified in each of the
paragraphs of this Article Eight shall be regarded as independent objects,
purposes and powers. The enumeration of the specific objects, purposes and
powers of this Article shall not be construed to restrict in any manner the
general objects, purposes and powers of this corporation, nor shall the
expression of one thing be deemed to exclude another, although it be of like
nature. The enumeration of objects, purposes or powers herein shall not be
deemed to exclude or in any way limit by inference any objects, purposes or
powers which this corporation has power to exercise, whether expressly or by
force of the laws of the State of Missouri, now or hereafter in effect, or
impliedly by any reasonable construction of such laws.
ARTICLE NINE
The private property of the shareholders shall not be subject to the
payment of the corporate debt of the corporation.
ARTICLE TEN
Both the shareholders and directors shall have power, if the Bylaws so
provide, to hold their meetings and to have one or more offices within or
without the State of Missouri, and to keep books and records of the corporation
business (subject to the provisions of the applicable laws of Missouri) outside
of the State of Missouri, at such places as may be from time to time designated
by the Board of Directors.
ARTICLE ELEVEN
Any contract, transaction or act of the corporation or of the
directors, which shall be ratified by a majority of a quorum of the
shareholders having voting power at any annual meeting, or at any special
meeting called for such purpose, shall, except as otherwise specifically
provided by law or by the Articles of Incorporation,
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be as valid and as binding as though ratified by every shareholder of the
corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act, when and if submitted, shall not
of itself be deemed in any way to render the same invalid, nor deprive the
directors of their right to proceed with such contract, transaction or act.
ARTICLE TWELVE
In case the corporation enters into contracts or transacts business
with one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which
one or more of its directors are members or shareholders, directors or
officers, such transaction or transactions shall not be invalidated or in any
way affected by the fact that such director or directors have or may have
interests therein which are or might be adverse to the interests of this
corporation; provided that such contract or transaction is entered into in good
faith and authorized or ratified in the usual course of business as may be
provided for in the Bylaws of this corporation.
ARTICLE THIRTEEN
The corporation reserves the right to amend, alter, change, or repeal
any provision contained in these Articles of Incorporation, in the manner as
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE FOURTEEN
Special meetings of the shareholders for any lawful purpose or
purposes may be called only by a majority of the Board of Directors, by the
holders of not less than 80% of all outstanding shares of stock of the
corporation entitled to vote at an annual meeting, by the Chairman of the Board
or by the President.
ARTICLE FIFTEEN
The affirmative vote of not less than 80% of the outstanding shares of
the corporation entitled to vote in an election of directors shall be required
for the approval or authorization of any Business Transaction (as hereinafter
defined) with a Related Person (as hereinafter defined), whether or not such
Business Transaction was approved by a lesser vote prior to the time the
Related Person became a Related Person, unless:
(1) The Business Transaction shall have been approved by a
two-thirds vote of the Continuing Directors (as hereinafter defined); or
(2) The Business Transaction is a merger or consolidation and the
cash or fair market value of the property, securities or other consideration to
be received per share by the holders of each class of stock of the corporation
in the Business Transaction is not less
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than such Related Person's Highest Purchase Price (as hereinafter defined).
For purposes of this Article Fifteen:
1. The term "Business Transaction" shall mean: (a) any merger or
consolidation of the corporation or any subsidiary of the corporation; (b) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) of all or a Substantial Part (as
hereinafter defined) of the assets of the corporation or any subsidiary; (c)
the issuance, sale, exchange, transfer or other disposition by the corporation
or any subsidiary of any securities of the corporation or any subsidiary; (d)
any reclassification of securities (including any reverse stock split) or
recapitalization of the corporation or any other transaction which has the
effect, directly or indirectly, of increasing the voting power of a Related
Person; (e) any liquidation, spinoff, split-up or dissolution of the
corporation; and (f) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of Business Transaction.
2. The term "Related Person" shall mean and include any
individual, corporation, partnership or other person or entity, other than the
corporation or any wholly-owned subsidiary thereof, which, together with its
"Affiliates" and "Associates" (as defined on June 1, 1983 in Rule 12b-2 under
the Securities Exchange Act of 1934 (the "Exchange Act"), "Beneficially Owns"
(as defined on June 1, 1983, in Rule 13d-3 under the Exchange Act) in the
aggregate 15 percent or more of the outstanding shares of the corporation
entitled to vote in an election of directors at the time a resolution approving
the Business Transaction is adopted by a two-thirds vote of the corporation's
Board of Directors or on the record date for the determination of shareholders
entitled to notice of and to vote on the Business Transaction, and any
Affiliate or Associate of any such individual, corporation, partnership or
other person or entity.
3. The term "Continuing Director" shall mean any member of the
Board of Directors of the corporation who was either a member of the Board of
Directors prior to the time that the Related Person became a Related Person or
who subsequently became a director of the corporation and whose election, or
nomination for election by the corporation's shareholders, was approved by a
vote of a majority of the Continuing Directors.
4. The term "Highest Purchase Price" shall mean the highest
amount of consideration paid by such Related Person for a share of the
corporation's Common Stock within one year prior to the date such person became
a Related Person or in the transaction that resulted in such Related Person
becoming a Related Person, provided that the Highest Purchase Price shall be
appropriately adjusted for stock splits, stock dividends and like
distributions.
5. The term "Substantial Part" shall mean more than 20% of the
fair market value of the total assets of the entity in
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question, as of the end of its most recent fiscal year ending prior to the time
the determination is made.
ARTICLE SIXTEEN
The affirmative vote of the holders of not less than 80% of the
outstanding shares of stock of this corporation entitled to vote generally in
the election of directors shall be required to amend, modify, alter or repeal
Articles Three, Six, Fourteen, Fifteen and Sixteen of these Articles of
Incorporation or any provision of the corporation's Bylaws, provided that the
affirmative vote of a majority of the votes entitled to be cast shall be
sufficient to approve any such amendment, modification, alternation or repeal
that has been adopted by a vote of 80% of the members of the Board of Directors
and that the power of the Board of Directors to amend, modify, alter or repeal
any Bylaw shall be governed by Section E of Article Six.
IN WITNESS WHEREOF, we have hereunto set our hands this 10th day of
June, 1955
/s/ R. A. Bloch
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R. A. BLOCH
/s/ Henry W. Bloch
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HENRY W. BLOCH
/s/ L. E. Bloch, Jr.
-------------------------------
L. E. BLOCH, JR.
H & R Block, Inc., a Missouri corporation whose original Articles of
Incorporation were filed with the Secretary of State of Missouri on July 27,
1955, hereby states that the Restated Articles of Incorporation were duly
adopted by a vote of the shareholders in accordance with the General and
Business Corporation Law of Missouri, Section 351.106; that the Restated
Articles of Incorporation correctly set forth without change the corresponding
provisions of the Articles of Incorporation as theretofore amended, and that
the Restated Articles of Incorporation supersede the original Articles of
Incorporation and all amendments thereto.
IN WITNESS WHEREOF, the undersigned has caused these Restated Articles
of Incorporation to be executed this 2 day of September, 1976.
H & R BLOCK, INC.
By /s/ Henry W. Bloch
-----------------------------
Henry W. Bloch, President
By /s/ Richard A. Bloch
-----------------------------
Richard A. Bloch, Secretary
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(CORPORATE SEAL)
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, Corine Craig, a Notary Public, do certify that on this 2 day of
September, 1976, personally appeared before me, HENRY W. BLOCH, who, being by
me first duly sworn, declared that he is the President of H & R Block, Inc.,
that he signed the foregoing document as President of the corporation and that
the statements therein contained are true.
/s/ Corine Craig
-----------------------------
Notary Public
Corine Craig
My commission expires Dec. 12, 1978