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RESTATED
ARTICLES OF INCORPORATION
OF
MCM CORPORATION
THE ORIGINAL ARTICLES OF INCORPORATION AND ALL SUBSEQUENT AMENDMENTS
THERETO HAVE BEEN INTEGRATED INTO ONE DOCUMENT AND RESTATED HEREIN AS REQUIRED
BY SECURITIES REGULATION Section 232.102(C). THE LAST AMENDMENT WAS EFFECTIVE
SEPTEMBER 14, 1995, AND ACCORDINGLY THIS RESTATEMENT IS BEING FILED WITH THE
MCM CORPORATION FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1995. COPIES OF
THE ORIGINAL ARTICLES OF INCORPORATION AND/OR THE ORIGINAL AMENDMENTS THERETO
MAY BE OBTAINED BY CONTACTING CORPORATE SECRETARY, MCM CORPORATION, 702 OBERLIN
ROAD, RALEIGH, NORTH CAROLINA 27605.
The undersigned, being of the age of eighteen years or more, does
hereby make and acknowledge these Articles of Incorporation under and by virtue
of the laws of the State of North Carolina:
1. The name of the corporation is McM Corporation. (As amended
effective September 28, 1977.)
2. The period of duration of the corporation is perpetual.
3. The purposes for which the corporation is organized are to
perform management and other services to insurance companies; to enter into
contracts with insurance companies; to perform all activities which may be
useful and helpful to insurance companies; and to engage in any other lawful
act or activity for which corporations may be organized under Chapter 55 of the
General Statutes of North Carolina, including, but not limited to:
constructing, manufacturing or producing; repairing, servicing, processing,
buying, selling, dealing, brokering, factoring, owning, leasing, distributing,
lending, borrowing, investing, transporting, or advertising; performing
personal services; and entering into any type of management, advisory,
promotional, insurance, guarantyship, fiduciary or representative capacity or
relationship with
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or for any persons or corporation whatsoever.
4. SHARES
a. AUTHORIZED SHARES. The aggregate number of shares which the
Corporation shall have authority to issue is 11,000,000, of which 10,000,000
shares shall be designated "Common Shares," with a par value of $1.00 of which
1,000,000 shares shall be designated "Preferred Shares" with such par value as
the Board of Directors may hereafter determine.
b. RELATIVE RIGHTS AND PREFERENCES. The relative rights,
privileges and limitations of the Common Shares and Preferred Shares shall be
as follows:
1) COMMON SHARES. The holders of Common Shares issued and
outstanding, except where otherwise provided by law, these Articles of
Incorporation or the Board of Directors, shall have and possess the right to
notice of shareholders' meetings and voting rights and powers. Subject to any
and all of the rights of the Preferred Shares, as such are determined by the
Board of Directors, dividends may be paid on the Common Shares, as and when
declared by the Board of Directors, out of any funds of the Corporation legally
available for the payment of such dividends.
In the event of dissolution of the Corporation, whether voluntary or
involuntary, any distribution to holders of Common Shares shall be subject to
the rights and preferences of the holders of the Preferred Shares, as such
rights and preferences are determined by the Board of Directors, but all of
the shares together shall be entitled to receive the net assets of the
Corporation.
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2) PREFERRED SHARES. Authority is expressly granted to the Board
of Directors at any time and from time to time to issue the Preferred Shares in
one or more series and for such consideration as may be fixed from time to time
by the Board of Directors, and to fix, subject to the provisions herein, before
the issuance of any shares of a particular series, the designation of such
series, the number of shares to comprise such series, the dividend rate per
annum payable on the shares of such series, the redemption price or prices of
the shares in such series, the conversion features of such series, the voting
rights of such series, the liquidation preference of such series, and any other
rights, preferences and limitations pertaining to such series. Such rights,
preferences and limitations shall be recorded in Articles of Amendment to the
Corporation's Articles of Incorporation and filed with the Secretary of State
before the issuance of any shares of such series. All shares of any one series
of Preferred Shares shall be identical, except that the dates from which
dividends shall be cumulative may vary. (As amended effective September 14,
1995.)
5. The minimum amount of consideration to be received by the
corporation for its shares before it shall commence business is $100 in cash or
property of equivalent value.
6. The address of the initial registered office of the
corporation in the State of North Carolina is 1001 Wade Avenue, Raleigh, Wake
County, North Carolina; and the name of its initial registered agent at such
address is Mae C. Tomlinson.
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7. The number of directors constituting the initial Board of
Directors shall be one; and the name and address of the person who is to serve
as director until the first meeting of shareholders, or until his successors be
elected and qualified, is:
Name Address
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R. Peyton Woodson III 601 Oberlin Road
Raleigh, North Carolina 27605
8. The name and address of the incorporator is:
Frank R. Liggett III 333 Fayetteville Street
Raleigh, North Carolina 27602
9. No person who is serving or who has served as Director of the
corporation shall be personally liable in any action for monetary damages for
breach of his or her duty as a Director, whether such action is brought by or
in the right of the corporation or otherwise, except for breach of duty for
which personal liability cannot be limited or eliminated under the North
Carolina Business Corporation Act ("NCBCA") or other applicable law. If the
NCBCA or other applicable law is amended after approval by the shareholders of
this Article to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the NCBCA or other applicable law as so amended. Any repeal or modification of
this Article by the shareholders of the corporation shall not adversely affect
any right or protection of a Director of the corporation existing at the time
of such repeal or modification. (As amended effective May 24, 1988.)
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