1
EXHIBIT 3a
CERTIFICATE OF INCORPORATION
----------------------------
OF
POE & BROWN, INC.
-----------------
(originally filed 12/31/58)
(reprinted: as in effect as of 4-28-93)
We, the undersigned Incorporators, hereby associate ourselves together
and make, subscribe, acknowledge and file with the Secretary of State of
Florida, this Certificate of Incorporation for the purpose of forming a
corporation for profit, in accordance with the Laws of the State of Florida,
under the following Charter:
ARTICLE I
The name of the Corporation shall be:
POE & BROWN, INC. (effective 4/28/93)
ARTICLE II
Section 1. The general nature of the business or businesses to
be transacted by the corporation is the acting as an agent or broker in the
sale of all forms of insurance.
In addition, the corporation may engage in any activity or business
permitted under the laws of the United States and of the State of Florida.
Section 2. The corporation shall also have power:
(a) to construct, erect, repair and remodel buildings and
structures of all types for itself and others and to manufacture, purchase, or
otherwise acquire, and to own, mortgage, pledge, sell, assign, transfer or
otherwise dispose of, and to invest in, trade in, deal in and with, goods,
wares, merchandise, personal property and services of every class, kind and
description; except that it is not to conduct a banking, safe deposit, trust,
insurance surety, express, railroad, canal, telephone, telegraph or cemetery
company, a building and loan
1
2
association, mutual fire insurance association, cooperative association,
fraternal benefit society, state fair or exposition.
(b) To act as broker, agent or factor for any person,
firm or corporation.
(c) To purchase, lease or otherwise acquire real and
personal property and leaseholds thereof and interest therein, and to own,
hold, manage, develop, improve, equip, maintain and operate, and to sell,
convey, exchange, lease or otherwise alienate and dispose of, and to mortgage,
pledge or otherwise encumber any and all such property and any and all legal
and equitable rights thereunder and interests therein.
(d) To borrow or raise money for any of the purposes of
the corporation, and from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable and non-negotiable
instruments and evidences of indebtedness, and to secure payment thereof and
any interest therein by mortgage, pledge, conveyance, or other assignment in
trust, in whole or in part, of the assets of the corporation, real, personal or
mixed, including contract rights, whether at the time owned or thereafter
acquired.
(e) To guarantee, endorse, purchase, hold, sell,
transfer, mortgage, pledge or otherwise acquire or dispose of the shares of the
capital stock of, or any bonds, security, or other evidences of indebtedness
created by any other corporation of the State of Florida or any other state or
government, and while owner of such stock to exercise all the rights, powers,
and privileges of ownership, including the right to vote such stock.
(f) To enter into, make, perform and carry out contracts
and arrangements of every sort and kind which may be necessary or convenient
for the business of the corporation or business of a similar nature, with any
person, firm,
2
3
corporation, association or syndicate, or any private, public or municipal body
existing under the government of the United States or any state,
territory, colony or dependency thereof or foreign government so far as or to
the extent that the same may be done or performed pursuant to law.
(g) To enter into, or become a partner in, any agreement
for sharing profits, union or interests, cooperation, joint venture or
otherwise, with any person, firm or corporation now carrying on or about to
carry on any business which this corporation has the direct or incidental
authority to pursue.
(h) To include in its By-Laws any regulatory or
restrictive provisions relating to the proposed sale, transfer or other
disposition of any of its outstanding stock by any of its stockholders or in
the event of the death of any of its stockholders. The manner and form, as
well as all relevant terms, conditions and details hereof shall be determined
by the stockholders of this corporation provided, however, that no such
regulatory or restrictive provision shall affect the rights of third parties
without actual knowledge thereof, unless such provision shall be noted upon the
certificate evidencing the ownership of said stock.
(i) In general, to do any and all of the acts and things
herein set forth to the same extent as natural persons could do in any part of
the world, as principal, factor, agent, contractor, broker or otherwise, either
alone or in company with any entity or individual; to establish one or more
offices, both within the State of Florida and any part or parts of the world,
at which meetings of directors may be held and all or any part of the
corporation's business may be conducted; and to exercise all or any of its
corporate powers and rights in the State of Florida and in any of all other
states, territories, districts, dependencies, colonies or possessions in the
United States of America and in any foreign countries.
3
4
To do everything necessary, proper, advisable or convenient
for the accomplishment of any of the purposes of the attainment of any of the
objects or the furtherance of any of the powers herein set forth, and to do
every other act and thing incidental thereto or connected therewith, to the
extent permitted by law. (effective 10/13/72)
ARTICLE III
Section 1. The number of shares of capital stock entitled to be
issued by this corporation is 18,000,000 shares of Common Stock, par value $.10
per share. (effective 4/28/93)
Section 2. All or any part of the Common Stock may be paid for
in cash or in property or in services at a fair evaluation to be fixed by the
Board of Directors. All stock, when issued, shall be fully paid and
non-assessable. The Common Stock shall entitle the holder of each share
thereof to one vote for each share at any meeting of the stockholders. No
holder of any Common Stock shall have any pre-emptive rights of any kind.
(effective 10/13/72)
ARTICLE IV
The amount of capital with which this corporation will begin business
will be Five Hundred Dollars ($500).
ARTICLE V
The corporation shall have perpetual existence.
ARTICLE VI
The principal office of the corporation shall be located at 608
Jackson Street, in Tampa, Hillsborough County, Florida, or at such other place
as the Board of Directors may direct; and the corporation shall have the power
to establish branch offices and other places of business at such other places,
within or without the State of Florida, as may be determined and deemed
expedient by the Board of Directors.
4
5
ARTICLE VII
The Board of Directors shall consist of not less than three (3)
directors. The number of directors may be increased or diminished from time to
time by action in accordance with the By-Laws of the corporation. All of the
said directors shall be at least twenty-one (21) years of age and at least one
of them shall be a citizen of the United States. (effective 10/13/72)
ARTICLE VIII
The names and post office address of the first Officers and Board of
Directors, who, subject to this Certificate of Incorporation, the By-Laws of
this corporation and the laws of the State of Florida, shall hold office for
the first year of the corporation's existence or until their successors are
elected and have qualified, are:
President W. F. Poe 7702 Park Drive
Tampa, Florida
Vice-President William T. Driscoll, Jr. 2903 Beach Drive
Tampa, Florida
Vice-President William C. McElmurray 101 Adalia
Tampa, Florida
Secretary-Treasurer Charles W. Poe 4807 Sunset Blvd.
Tampa, Florida
The Board of Directors shall consist of the foregoing individuals.
ARTICLE IX
The name and post office address of each subscriber to this
Certificate of Incorporation of this Company, and the number of shares of
Common Stock each agrees to take, are:
W. F. Poe 7702 Park Drive 20 shares
Tampa, Florida
William T. Driscoll, Jr. 2903 Beach Drive 20 shares
Tampa, Florida
Charles W. Poe 4807 Sunset Blvd. 20 shares
Tampa, Florida
5
6
the proceeds of which will amount to at least $600.00.
ARTICLE X
Section 1. For the regulation of the business and for the
conduct of the affairs of the corporation, to create, divide, limit and
regulate the powers of the corporation, the Directors and the Stockholders,
provision is made as follows:
(a) General authority is hereby conferred upon the Board
of Directors of the corporation, except as the Stockholders may otherwise from
time to time provide or direct, to fix the consideration for which the shares
of stock of the corporation shall be issued and disposed of, and to provide
when and how such consideration shall be paid.
(b) Meetings of the incorporators, of the Stockholders,
and of the Directors of the corporation, for all purposes, may be held at any
place, either inside or outside of the State of Florida.
(c) All corporate powers, including the sale, mortgage,
hypothecation, and pledge of the whole or any part of the corporate property,
shall be exercised by the Board of Directors, except as otherwise expressly
provided by law.
(d) The Board of Directors shall have power from time to
time to fix and determine and vary the amount of the working capital of the
corporation and direct and determine the use and disposition of any surplus or
net profits over and above the capital stock paid in, and in its discretion,
the Board of Directors may use and apply any such surplus or accumulated
profits in purchasing or acquiring bonds or other obligations of the
corporation or shares of its own capital stock, to such extent, in such manner
and upon such terms as the Board of Directors may deem expedient, but any
shares of such capital stock so purchased or acquired may not be resold unless
such shares shall have been retired in the manner provided by law for the
purpose of decreasing the corporation's capital stock.
6
7
(e) The Board of Directors shall have the power of fixing
the compensation, by way of salaries and/or bonuses, and/or pensions, of the
employees, the agents, the officers, and directors, all or each of them, in
such sum and form and amount as may seem reasonable in and by their discretion.
(f) The Board of Directors may designate from their
number an executive committee, which shall, for the time being, in the
intervals between meetings of the Board and to the extent provided by the
By-Laws and authorized by law, exercise the powers of the Board of Directors in
the management of the affairs and business of the corporation.
(g) Any one or more of all of the directors may be
removed, either with or without cause, at any time, by the vote of the
stockholders holding a majority of the stock entitled to vote of the
corporation, at any special meeting, and thereupon the term of each director or
directors who shall have been so removed shall forthwith terminate, and there
shall be a vacancy or vacancies in the Board of Directors, to be filled as
provided by the By-Laws.
(h) Any officers of the corporation may be removed either
with or without cause, at any time, by vote of a majority of the Board of
Directors.
(i) No contract or other transaction between the
corporation and any other corporation shall be affected or invalidated by the
fact that any one or more of the directors or officers of this corporation is
or are interested in or is a director or officer or are directors or officers
of such other corporation, nor shall such contract or other transaction be
affected by the fact that the directors or officers of the corporation are
personally interested therein. Any director or directors, officer or officers,
individually or jointly, may be a party or parties to or may be interested in
any contract or transaction of or with this corporation or in which this
corporation is interested; and no contract, act or transaction of this
corporation with
7
8
any person or persons, firm, association, or corporation shall
be affected or invalidated by the fact that any director or directors or
officer or officers of this corporation is a part or are parties to, or
interested in, such contract, act or transaction or in any way connected with
such person or persons, firm, association or corporation, and each and every
person who may become a director or officer of this corporation is hereby
relieved, as far as is legally permissible, from any disability which might
otherwise prevent him from contracting with the corporation for the benefit of
himself or of any firm, association or corporation in which he may be in
anywise interested.
(j) Subject always to By-Laws made by the Stockholders,
the Board of Directors may make By-Laws and from time to time alter, amend or
repeal any By-Laws, but any By-Laws made by the Board of Directors may be
altered or repealed by the Stockholders.
(k) No holder of shares of the capital stock of any class
of the corporation shall have a pre-emptive or preferential right of
subscription to any shares of any class of stock of the corporation, whether
now or hereafter authorized, or to any obligations convertible into stock of
the corporation, issued or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors, in its discretion, may from
time to time determine and at such price as the Board of Directors may from
time to time fix; and any shares of stock or convertible obligations which the
corporation may determine to offer for subscription to the holders of stock
may, as the Board of Directors shall determine, be offered to more than one
class of stock, in such proportions as between said classes of stock as the
Board of Directors in its discretion may determine. As used in this paragraph,
the expression "convertible obligations" shall include any notes, bonds or
other evidences of indebtedness to which are attached or with which are issued
8
9
warrants or other rights to purchase stock of the corporation of any class or
classes; and the Board of Directors is hereby expressly authorized, in its
discretion, in connection with the issue of any obligations or stock of the
corporation (but without intending hereby to limit its general power so to do
in any other cases) to grant rights or options to purchase stock of the
corporation of any class upon which terms and during such periods as the Board
of Directors shall determine, and to cause such rights or options to be
evidenced by such warrants or other instruments as it may deem advisable.
(1) The By-Laws of the corporation may provide for the
indemnification of the officers and directors of the corporation for their
actions and omissions up to the maximum extent permitted by law. (effective
10/13/72)
ARTICLE XI
These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed
by them to the Stockholders, and approved at a Stockholders' meeting by a
majority of the stock entitled to vote thereon, unless all the Directors and
all the Stockholders sign a written statement manifesting their intention that
a certain amendment of these Articles of Incorporation be made. (effective
10/13/72)
9