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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION
Pursuant to Sections 607.1002 and 607.1007 of the Florida Business
Corporation Act, the Articles of Incorporation of the undersigned corporation
(the "Corporation") are hereby amended and restated in their entirety as
follows:
ARTICLE I
The name of this Corporation shall be:
THE WACKENHUT CORPORATION
ARTICLE II
The purpose for which the Corporation is formed and the principal objects of
business to be carried on by it are as follows:
(a) To contract for and provide any of the functions of Services
of a private investigative agency, uniformed or un-uniformed
personnel, management consultation, advice, plans, surveys and
systems for the safety, security control, protection and
efficiency of persons, business, industrial and governmental
firms and agencies.
(b) To engage in and carry on the business of manufacturing and
producing, buying, selling or otherwise dealing in or with
goods, wares and merchandise of every kind and description and
to acquire, own, use, sell and convey, mortgage otherwise
encumber any real estate or personal property in whole or in
part and in any manner whatever to acquire, own, dispose of
franchises, licenses, options or rights in any real estate or
personal property or other property interests.
(c) To engage in and carry on a general brokerage commission,
forwarding and exporting and importing business and to act as
factors, agents, commission merchants and dealers in the
buying, selling or dealing in of goods, wares and merchandise
of all kinds and descriptions.
(d) To conduct and engage in any business, occupation or
enterprise and to exercise any power or authority which may be
done by a private corporation organized and existing under and
by virtue of Chapter 608, Florida Statute, it being the
intention that this Corporation may conduct and transact any
business lawfully authorized and not prohibited by said
Chapter 608, Florida Statute.
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ARTICLE III
The maximum number of shares of stock that the Corporation shall be
authorized to issue shall be 60,000,000 shares which are to be divided into two
classes as follows:
50,000,000 shares of Common Stock, par value $ 0.10 per share of which
3,858,885 shares are designated as Series A Common Stock and 46,141,115
shares are designated as Series B Common Stock; and
10,000,000 shares of Preferred Stock.
The Series A Common Stock and the Series B Common Stock may be issued
from time to time as determined by the Board of Directors of the Corporation.
The Series A Common Stock and the Series B Common Stock shall be identical in
all respects except that the Series B Common Stock shall have no right to vote.
The Preferred Stock may be created and issued from time to time in one or more
series with such designations, preferences, limitations, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions thereof as determined by the
Board of Directors of the Corporation and set forth in the resolution or
resolutions providing for the creation and issuance of the stock in such series.
Shares of one class or series of the Company's capital stock may be issued
through a stock dividend or stock split on shares of another class or series of
the Company's capital stock.
ARTICLE IV
The principal place of business of this corporation shall be at 4200
Wackenhut Drive, Palm Beach Gardens, Florida, or at such other place as may be
designated by the Board of Directors from time to time. This corporation shall
have full power and authority to transact business and to establish offices or
agencies at such places as may be in the best interests of this corporation.
ARTICLE V
This Corporation is to exist perpetually.
ARTICLE VI
The business of this Corporation shall be conducted by a Board of
Directors consisting of not less than three (3) nor more than nineteen (19)
members, the exact number to be determined from time to time in the By-Laws of
this Corporation.
The Board of Directors shall have sole authority to adopt or amend
By-Laws for the government of this Corporation.
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ARTICLE VII
The Corporation shall have the following powers:
(a) To acquire all or any part of the good will, rights, property and
business of any person, firm, association or corporation heretofore or
hereafter engaged in any business similar to any business which the
corporation has the power to conduct and to hold, utilize, enjoy and in
any and all manner dispose of the whole or any part of the rights,
property and business so acquired, and to assume in connection
therewith any liabilities of any person, firm, association or
corporation.
(b) To apply for, obtain, purchase, or otherwise acquire, any patents,
copy rights, licenses, trademarks, trade names, rights, processes,
formulas and the like, which may seem capable of being used for any of
the purposes of the corporation; and to use, exercise, develop, grant
licenses in respect of, sell and otherwise turn to account the same.
(c) To carry out all or any part of the aforesaid objects and purposes,
and to conduct its business in all or any part of its branches, in any
or all states, territories, districts and possessions of the United
States of America and in foreign countries.
(d) The Corporation shall be authorized to exercise and enjoy all of
the powers, rights and privileges granted to or conferred upon
corporations organized under the laws of the State of Florida now or
hereafter in force, and the enumeration of any powers shall not be
deemed to exclude any powers, rights or privileges so granted or
conferred.
ARTICLE VIII
The Board of Directors, by the affirmative vote of a majority of the
Directors then in office, and irrespective of any personal interest of any of
its members, shall have authority to establish reasonable compensation of all
Directors for services to the Corporation as directors, officers or otherwise.
The authority vested in the Board of Directors by this Article IX shall
include, in addition to the authority to establish salaries, the authority to
establish the payment of bonuses, stock options and pension and profit-sharing
plans.
ARTICLE IX
No holder of any of the shares of the capital stock of the Corporation
shall be entitled as of right to purchase or to subscribe for any unissued stock
of any class, or any additional shares of any class, whether presently or
hereinafter authorized, and also including without limitation, bonds,
certificates of indebtedness, debentures, or other
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securities convertible into stock of the Corporation or carrying any right to
purchase stock of any class. Such unissued stock, or additional authorized issue
of any stock, or other securities convertible into stock or carrying any right
to purchase stock, may be issued and disposed of, pursuant to resolutions of the
Board of Directors, to such persons, firms, corporations or associations and
upon such terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
The Corporation shall indemnify every person who was or is a party or
is or was threatened to be made a party to any action, suit or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
he is or was a director, officer, employee, or agent, or is or was serving at
the request of the Corporation as a director, officer, employee, agent or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, (except in
such cases involving gross negligence or willful misconduct) in the performance
of their duties, to the full extent permitted by applicable law. Such
indemnification may, in the discretion of the Board of Directors, include
advances of expenses in advance of final disposition subject to the provisions
of applicable law. Such right of indemnification shall not be exclusive of any
right to which any director, officer, employee, agent or controlling stockholder
of the Corporation may be entitled as a matter of law.
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The foregoing restated Articles of Incorporation which integrate the
original Articles of Incorporation of The Wackenhut Corporation and the
amendments thereto, without further modification, were duly adopted at a
Quarterly Meeting of the Board of Directors of the Corporation held on February
17, 2000.
IN WITNESS WHEREOF, the undersigned President and Chief Operating
Officer and the Assistant Secretary of the Corporation have executed these
Restated Articles of Incorporation this 17th day of February, 2000.
/s/ Richard R. Wackenhut
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Richard R. Wackenhut
President and Chief Executive Officer
/s/ Timothy J. Howard
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Timothy J. Howard
Assistant Secretary
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CERTIFICATE OF
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF THE WACKENHUT CORPORATION
The Wackenhut Corporation, a Florida corporation (the "Corporation"), hereby
certifies, pursuant to and in accordance with Section 607.1007 of the Florida
Business Corporation Act (the "Act") for the purpose of filing its Amended and
Restated Articles of Incorporation with the Secretary of State of the State of
Florida, that:
1. The name of the Corporation is The Wackenhut Corporation.
2. The Corporation's Amended and Restated Articles of
Incorporation are attached hereto (the "Restated Articles").
3. The Restated Articles contain no amendments to the
Corporation's Articles of Incorporation and require only Board
of Directors approval, and the Restated Articles were
unanimously adopted and approved by the Corporation's Board of
Directors at a duly called meeting on February 17, 2000.
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Corporation's Articles of Incorporation pursuant to the laws of
the State of Florida, has executed these Amended and Restated Articles of
Incorporation as of February 17, 2000.
THE WACKENHUT CORPORATION
By: /s/ Richard R. Wackenhut
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Richard R. Wackenhut
President and Chief Executive Officer