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EXHIBIT 3.1
STATE OF FLORIDA
[SEAL]
DEPARTMENT OF STATE
I certify from the records of this office that THE WACKENHUT CORPORATION, is a
corporation organized under the laws of the State of Florida, filed on December
4, 1958.
The document number of this corporation is 217838.
I further certify that said corporation has paid all fees and penalties due
this office through December 31, 1996, that its most recent annual report was
filed on May 1, 1996, and its status is active.
I further certify that said corporation has not filed Articles of Dissolution.
GIVEN UNDER MY HAND AND THE
GREAT SEAL OF THE STATE OF FLORIDA
AT TALLAHASSEE, THE CAPITAL, THIS THE
FIFTH DAY OF JULY, 1996
[SEAL]
/s/ Sandra B. Mortham
-----------------------
Sandra B. Mortham
Secretary of State
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STATE OF FLORIDA
[SEAL]
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Amended and Restated
Articles of Incorporation, as amended to date, for THE WACKENHUT CORPORATION,
a corporation organized under the laws of the State of Florida, as shown by the
records of this office.
The document number of this corporation is 217838.
GIVEN UNDER MY HAND AND THE
GREAT SEAL OF THE STATE OF FLORIDA
AT TALLAHASSEE, THE CAPITAL, THIS THE
FIFTH DAY OF JULY, 1996
/s/ Sandra B. Mortham
-----------------------
[SEAL] Sandra B. Mortham
Secretary of State
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION
------------------------
The articles of incorporation of The Wackenhut Corporation, originally
filed with the Secretary of State of Florida on December 4, 1958, under the
corporate name of Security Services Corp., are hereby restated 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 ununiformed 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
or 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 Statutes.
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ARTICLE III
The maximum amount of shares of stock that this corporation shall be
authorized to issue shall be 30,000,000 shares which are to be divided into two
classes as follows:
20,000,000 shares of Common Stock, par value $.10 per share, and
10,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in one or
more series with voting rights for each series 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. 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 and 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.
ARTICLE IV
The principal place of business of this corporation shall be at 3280 Ponce
de Leon Blvd., Coral Gables, 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 amount of capital with which this corporation will begin business is
Five Hundred Dollars.
ARTICLE VII
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.
ARTICLE VIII
The names and post office addresses of the members of the first Board of
Directors, the President, and the Secretary and the Treasurer are:
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G. DAVID PARRISH................................. 220 Security Trust President and Director
Bldg., Miami, Florida
JOHN T. WOITESEK................................. 220 Security Trust Secretary and Director
Bldg., Miami, Florida
GENE ESSNER...................................... 220 Security Trust Treasurer and Director
Bldg., Miami, Florida
ARTICLE IX
The name and post office address of each subscriber of these Articles of
Incorporation, the number of shares of stock each agrees to take and the value
of the consideration therefor (the sum of which values is not less than the
amount of capital specified in Article VI) are:
G. DAVID PARRISH.................................. 220 Security Trust 167 shares $167.00
Bldg., Miami, Florida
JOHN T. WOITESEK.................................. 220 Security Trust 167 shares $167.00
Bldg., Miami, Florida
GENE ESSNER....................................... 220 Security Trust 167 shares $167.00
Bldg., Miami, Florida
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$500.00
=======
ARTICLE X
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,
copyrights, 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.
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(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 XI
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 XI 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 XII
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 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, including advances of his 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 January
25, 1992 and duly adopted by the shareholders of the Corporation on April 24,
1992.
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 5th day of May, 1992.
/s/ RICHARD R. WACKENHUT
--------------------------------------
Richard R. Wackenhut
President and Chief
Operation Officer
/s/ JAMES P. ROWAN
--------------------------------------
James P. Rowan
Assistant Secretary
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CERTIFICATE
I, the undersigned Vice President and Assistant Secretary of The
Wackenhut Corporation, a Florida corporation (the "Corporation"), pursuant to
the provisions of Section 607.1007(4) of the Florida Business Corporation
Act, does certify as follows:
(a) The name of the Corporation is THE WACKENHUT CORPORATION.
(b) Article III of the Corporation's Articles of Incorporation is
amended to read as follows:
ARTICLE III
The maximum number of shares of stock that the Corporation
shall be authorized to issue shall be 30,000,000 shares which are to be
divided into two classes as follows:
20,000,000 shares of Common Stock, par value
$.10 per share; and
10,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in
one or more series with voting rights for each series 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. 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.
(c) The foregoing amendment to the Articles of Incorporation of the
Corporation was duly proposed by the Corporation's Board of Directors on
January 25, 1992 and approved by the Corporation's shareholders on April 24,
1992, pursuant to Section 607.1003 of the Florida Business Corporation Act.
The number of votes cast in favor of the amendment by the shareholders of the
Corporation was sufficient for approval of the amendment.
IN WITNESS WHEREOF, the undersigned has hereunto executed the
Certificate this 2nd day of November, 1992.
/s/ James P. Rowan
----------------------------------
James P. Rowan, Vice President and
Assistant Secretary
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION,
A FLORIDA CORPORATION
Pursuant to provisions of Section 607.1006 of the Florida Business
Corporation Act, The Wackenhut Corporation, a Florida corporation (the
"Corporation"), hereby adopts the following Articles of Amendment for the
purpose of amending the numbers, designations and classes of capital stock
which the Corporation is authorized to issue.
(a) The name of this corporation is The WACKENHUT CORPORATION.
(b) The following amendment was duly adopted by the Corporation's Board
of Directors pursuant to Section 607.1002 of the Florida Business Corporation
Act without shareholder action and shareholder action on this amendment was not
required. Article III of the Corporation's Articles of Incorporation is
amended to read as follows:
ARTICLE III
The maximum number of shares of stock that the Corporation shall be
authorized to issue shall be 30,000,000 shares which are to be divided
into two classes as follows:
20,000,000 shares of Common Stock, par value $0.10 per share,
of which 4,108,885 shares are authorized to be issuable as
Series A Common Stock and 4,108,885 shares are authorized to
be issuable as Series B Common Stock; and
10,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in
one or more series with voting rights for each series 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. 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.
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The Corporation has authorized the issuance of a series of
Common Stock consisting of 4,108,885 shares of voting Common Stock,
par value $.10 per share which shall be designated as the Series A
Common Stock. The Corporation has authorized the issuance of a series
of Common Stock consisting of 4,108,885 shares of non-voting Common
Stock, par value $.10 per share which shall be designated as the
Series B Common Stock. 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.
(c) The foregoing amendment to the Articles of Incorporation of the
Corporation was duly adopted by the Corporation's Board of Directors on
October 31, 1992, pursuant to Section 607.1002 of the Florida Business
Corporation Act.
(d) In accordance with Section 607.0123 (1)(a) of the Florida Business
Corporation Act, this amendment shall be effective upon filing of these
Articles of Amendment by the Department of State of the State of Florida.
The undersigned President of the Corporation has executed these Articles of
Amendment this 31st day of October, 1992.
THE WACKENHUT CORPORATION,
a Florida corporation
By: /s/ R. R. Wackenhut
---------------------------------
Richard R. Wackenhut, President
and Director
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION,
a Florida Corporation
Pursuant to provisions of Section 607.1006 of the Florida Business
Corporation Act, The Wackenhut Corporation, a Florida corporation (the
"Corporation"), hereby adopts the following Articles of Amendment for the
purpose of amending the numbers, designations and classes of capital stock
which the Corporation is authorized to issue.
(a) The name of this corporation is THE WACKENHUT CORPORATION.
(b) The following amendment was duly adopted by the Corporation's Board of
Directors pursuant to Section 607.1002 of the Florida Business Corporation Act
without shareholder action and shareholder action on this amendment was not
required. Article III of the Corporation's Articles of Incorporation is amended
to read as follows:
ARTICLE III
The maximum number of shares of stock that the Corporation
shall be authorized to issue shall be 30,000,000 shares which are to
be divided into two classes as follows:
20,000,000 shares of Common Stock, par value $0.10 per
share, of which 4,108,885 shares are authorized to be issued as
Series A Common Stock and 4,133,885 shares are authorized to be
issued as Series B Common Stock; and
10,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in
one or more series with voting rights for each series 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. 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.
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The Corporation has authorized the issuance of a series of
Common Stock consisting of 4,108,885 shares of voting Common Stock,
par value $.10 per share which shall be designated as the Series A
Common Stock. The Corporation has authorized the issuance of a series
of Common Stock consisting of 4,132,885 shares of non-voting Common
Stock, par value $.10 per share which shall be designated as the
Series B Common Stock. 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.
(c) The foregoing amendment to the Articles of Incorporation of the
Corporation was duly authorized by the Corporation's Board of Directors on
April 24, 1993, pursuant to Section 607.1002 of the Florida Business
Corporation Act.
(d) In accordance with Section 607.0123(1)(a) of the Florida Business
Corporation Act, this amendment shall be effective upon filing of these
Articles of Amendment by the Department of State of the State of Florida.
The undersigned Chairman of the Board and Chief Executive Officer of the
Corporation has executed these Articles of Amendment this 17th day of June,
1993.
THE WACKENHUT CORPORATION,
a Florida corporation
By: /s/ G. R. WACKENHUT
---------------------------------
George R. Wackenhut, Chairman of
the Board and Chief Executive
Officer
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION,
a Florida Corporation
Pursuant to provisions of Section 607.1006 of the Florida Business
Corporation Act, The Wackenhut Corporation, a Florida corporation (the
"Corporation"), hereby adopts the following Articles of Amendment:
(a) The name of this corporation is THE WACKENHUT CORPORATION.
(b) The following amendment was duly adopted by the Corporation's Board of
Directors pursuant to Section 607.1002 of the Florida Business Corporation Act
without shareholder action and shareholder action on this amendment was not
required. Article III of the Corporation's Articles of Incorporation is amended
to read as follows:
ARTICLE III
The maximum number of shares of stock that the Corporation
shall be authorized to issue shall be 30,000,000 shares which are to
be divided into two classes as follows:
20,000,000 shares of Common Stock, par value $0.10 per share,
of which 4,108,885 shares are authorized to be issued as Series
A Common Stock and 6,420,000 shares are authorized to be issued
as Series B Common Stock; and
10,000,000 shares of Preferred Stock.
The Common Stock may be created and issued from time to time in one or more
series with voting rights for each series 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. 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.
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The Corporation has authorized the issuance of a series of Common
Stock consisting of 4,108,885 shares of voting Common Stock, par
value $.10 per share which shall be designated as the Series A Common
Stock. The Corporation has authorized the issuance of a series of
Common Stock consisting of 6,420,000 shares of non-voting Common
Stock, par value $.10 per share which shall be designated as the
Series B Common Stock. 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.
(c) The foregoing amendment to the Articles of Incorporation of the
Corporation was duly authorized by the Corporation's Board of Directors on
April 29, 1995, pursuant to Section 607.1002 of the Florida Business
Corporation Act.
(d) In accordance with Section 607.0123 (1)(a) of the Florida Business
Corporation Act, this amendment shall be effective upon filing of these
Articles of Amendment with the Department of State of the State of Florida.
The undersigned officer of the Corporation has executed these Articles of
Amendment this 5th day of May, 1995.
THE WACKENHUT CORPORATION,
a Florida corporation
By: /s/ James P. Rowan
---------------------------------
Name: James P. Rowan
--------------------------------------
Title: Vice President
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE WACKENHUT CORPORATION,
a Florida Corporation
Pursuant to provisions of Section 607.1006 of the Florida Business
Corporation Act, The Wackenhut Corporation, a Florida corporation (the
"Corporation"), hereby adopts the following Articles of Amendment:
(a) The name of this corporation is The Wackenhut Corporation.
(b) Article III of the Corporation's Articles of Incorporation is amended
to read as follows:
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.
(c) The foregoing amendment to the Articles of Incorporation of the
Corporation was duly authorized by the Corporation's Board of Directors on
April 30, 1996, and pursuant to Section of 607.1003 of the Florida Business
Corporation Act was recommended to the holders of the Corporation's Series A
Common Stock and Series B Common Stock in a Proxy Statement
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dated May 13, 1996. At a Special Meeting of Shareholders held on May 23, 1996,
the foregoing amendment was approved by the holders of the Series A Common
Stock and the Series B Common Stock, with each series voting separately, The
number of votes cast for the foregoing amendment by the holders of the Series A
Common Stock and the Series B Common Stock, with each series voting separately,
were sufficient for approval by each such series.
(d) In accordance with Section 607.0123 of the Florida Business Corporation
Act, this amendment shall be effective immediately upon filing with the Florida
Department of State.
The undersigned Vice President, General Counsel and Assistant Secretary
of the Corporation has executed these Articles of Amendment this 23rd day of
May, 1996.
THE WACKENHUT CORPORATION,
a Florida corporation
By: /s/ J. P. Rowan
---------------------------------
James P. Rowan
Vice President, General Counsel
and Assistant Secretary
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