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EXHIBIT 3.01
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
THE ST. JOE COMPANY
Pursuant to the provisions of Section 607.1007 of the Florida Business
Corporation Act, the undersigned corporation pursuant to a resolution duly
adopted by its Board of Directors, adopts the following restated and amended
articles of incorporation.
AMENDED
ARTICLE I
NAME
The name of the corporation ("Corporation") is The St. Joe Company.
ARTICLE II
DURATION
The duration of the Corporation is perpetual.
ARTICLE III
PRINCIPAL OFFICE
The street address of the principal office of the Corporation is 1650
Prudential Drive, Suite 400, Jacksonville, Florida 32207.
ARTICLE IV
STOCK
The maximum number of shares of stock that the Corporation is
authorized to have outstanding at any time is one hundred eighty million
(180,000,000) shares having no par value per share, all of which shall be common
voting stock of the same class. All shares of common stock issued shall be fully
paid and non-assessable. The Corporation shall have the right to issue
fractional shares.
ARTICLE V
REGISTERED OFFICE AND AGENT
The street address of the Corporation's registered office is 1650
Prudential Drive, Suite 400, Jacksonville, Florida 32207. The registered agent
for the Corporation at that address is Robert M. Rhodes.
AMENDED
ARTICLE VI
DIRECTORS
The number of Directors of the Corporation shall be not less than nine
(9) nor more than fifteen (15).
The names and addresses of the Board of Directors who, subject to the
Bylaws of the Corporation and the laws of Florida, shall hold office until the
next annual meeting of the Shareholders of the Corporation or until their
successors are elected and have been duly qualified, are:
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Name Address
Jacob C. Belin 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Russell B. Newton, Jr. 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
John J. Quindlen 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Walter L. Revell 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Peter S. Rummell 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Frank S. Shaw, Jr. 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Winfred L. Thornton 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
John Uible 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
Carl F. Zellers 1650 Prudential Drive, Ste. 400
Jacksonville, Florida 32207
ARTICLE VII
CALL OF SPECIAL SHAREHOLDER MEETINGS
Special meetings of shareholders may be called at any time for any
purpose by the holders of thirty percent (30%) of the Corporation's issued and
outstanding shares.
ARTICLE VIII
RESTATED ARTICLES
The restated articles of incorporation primarily restate and integrate
the provisions of the Corporation's articles of incorporation as previously
amended, and also contain certain amendments, specifically designated as Amended
which were adopted pursuant to the Florida Statutes. There is no discrepancy
between the Corporation's articles of incorporation as previously amended and
the provisions of the restated articles of incorporation other than the
inclusion of certain updated information and amendments, adopted pursuant to the
Florida Statutes, changing the Corporation's name, establishing the number of
Directors, and setting the minimum percentage of shareholders necessary to call
a special meeting of shareholders.
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IN WITNESS WHEREOF, these Restated and Amended Articles of
Incorporation have been executed this ____ day of May, 1998.
The St. Joe Company
By: /s/ Robert M. Rhodes
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Robert M. Rhodes
Senior Vice President &
General Counsel
State of Florida
County of Duval
The foregoing instrument was acknowledged before me this ____ day of
May, 1998, by Robert M. Rhodes, as Senior Vice President & General Counsel of
the St. Joe Company, a Florida corporation, on behalf of the Corporation.
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Notary Public
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