Exhibit 3.1
CHARTER
OF
JONES LANG LASALLE INCORPORATED
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
LASALLE PARTNERS INCORPORATED
LaSalle Partners Incorporated, a Maryland corporation having
its principal office in the City of Baltimore, Maryland (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended by
striking out Article 1 of the Articles of Incorporation and inserting in
lieu thereof the following:
FIRST: The name of the Corporation is: Jones Lang LaSalle
Incorporated.
SECOND: The amendment of the charter of the Corporation as
hereinabove set forth has been duly advised by the board of directors and
approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, LaSalle Partners Incorporated has caused
these Articles of Amendment to be signed in its name and on its behalf as
of the 11th day of March, 1999.
LASALLE PARTNERS INCORPORATED
By: /s/ Robert K. Hagan
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Its: Vice President
ATTEST:
By: /s/ Fritz E. Freidinger
----------------------
Its: Assistant Secretary
THE UNDERSIGNED, Robert Hagan, Vice President and Fritz
Freidinger, Assistant Secretary of LaSalle Partners Incorporated, in
connection with the foregoing Articles of Amendment, of which this certifi-
cate is made a part, hereby acknowledge, in the name and on behalf of the
Corporation, the foregoing Articles of Amendment, of which this certificate
is made a part, to be the corporate act of the Corporation and further
certify that, to the best of their knowledge, information, and belief, the
matters and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of perjury.
/s/ Robert Hagan /s/ Fritz Freidinger
- - - ---------------------- ------------------------------
Robert Hagan Fritz Freidinger
Vice President Assistant Secretary
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
LASALLE PARTNERS INCORPORATED
--------------------------------------
Pursuant to the provisions of the Maryland General Corporation
Law, LaSalle Partners Incorporated, a Maryland corporation (the "Corpora-
tion"), having its principal office in Baltimore City, Maryland, hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Corporation desires to amend and restate its Charter
as currently in effect as hereinafter provided. The provisions set forth in
these Articles of Amendment and Restatement are all of the provisions of
the Charter of the Corporation currently in effect.
SECOND: The Charter of the Corporation is hereby amended and
restated in its entirety as follows:
FIRST: The name of the corporation (the "Corporation") is
LaSalle Partners Incorporated.
SECOND: The purposes for which the Corporation is formed are
as follows:
(a) To provide property and facility management services,
corporate and financial services and investment management services and
other related services to real estate owners, users and investors; and
(b) To carry on any and all business, transactions and
activities permitted by the Maryland General Corporation Law (the "MGCL").
THIRD: The address of the principal office of the Corporation
within the State of Maryland is c/o CSC-Lawyers Incorporating Service
Company, 11 East Chase Street, Baltimore City, Maryland 21202. The name and
address of the resident agent of the Corporation within the State of
Maryland is CSC-Lawyers Incorporating Service Company, 11 East Chase
Street, Baltimore City, Maryland 21202. The resident agent is a Maryland
corporation.
FOURTH: (a) AUTHORIZED CAPITAL STOCK. The total number of
shares of stock which the Corporation shall have authority to issue is
110,000,000 shares of capital stock, consisting of 100,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), and 10,000,000
shares of preferred stock, par value $.01 per share (the "Preferred
Stock"). The aggregate par value of all of the Corporation's authorized
shares of capital stock is $1,100,000.
(b) COMMON STOCK. The powers, preferences and rights, and
the qualifications, limitations and restrictions of the Common Stock are as
follows:
(1) VOTING. Except as otherwise expressly required by law
or provided herein, and subject to any voting rights provided to holders
of any other class or series of common stock or to holders of Preferred
Stock at any time outstanding, the holders of any outstanding shares of
Common Stock shall vote together as a single class on all matters with re-
spect to which stockholders are entitled to vote under applicable law or
this Charter, or upon which a vote of stockholders is otherwise duly called
for by the Corporation. At each annual or special meeting of stockholders,
each holder of record of shares of Common Stock on the relevant record date
shall be entitled to cast one (1) vote in person or by proxy for each share
of the Common Stock standing in such holder's name on the stock transfer
records of the Corporation.
(2) NO CUMULATIVE VOTING. The holders of shares of
Common Stock shall not have cumulative voting rights.
(3) DIVIDENDS. Subject to the rights of the holders of
any other class or series of common stock or the holders of Preferred
Stock, and subject to any other provisions of this Charter, as they may be
amended from time to time, holders of shares of Common Stock shall be enti-
tled to receive such dividends and other distributions in cash, stock or
property of the Corporation when, as and if declared thereon by the Board
of Directors from time to time, out of assets or funds of the Corporation
legally available therefor.
(4) LIQUIDATION, DISSOLUTION, ETC. In the event of any
liquidation, dissolution or winding up (either voluntary or involuntary) of
the Corporation, the holders of shares of Common Stock shall be entitled to
receive the assets and funds of the Corporation available for distribution
after payments to creditors and to the holders of any other series of
capital stock of the Corporation that shall have a preference in the event
of any liquidation, dissolution or winding up that may at the time be out-
standing, in proportion to the number of shares of Common Stock held by
them.
(5) NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No holder of
shares of Common Stock shall be entitled to preemptive or subscription
rights.
(c) ABILITY TO RECLASSIFY. The Board of Directors may classify
and reclassify any unissued shares of any class of capital stock by setting
or changing in any one or more respects the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of
stock. Subject to the terms and conditions of any outstanding capital
stock, the power of the Board of Directors to classify and reclassify any
of the shares of capital stock shall include, without limitation, subject
to the provisions of this Charter, authority to classify or reclassify
any unissued shares of such stock into a class or classes of stock that
have a priority as to distributions and upon liquidation and to divide and
classify shares of any class into one or more series of such class by
determining, fixing or altering one or more of the following:
(1) the designation of such class or series, the number
of shares to constitute such class or series which may be increased or
decreased (but not below the number of shares of that class or series then
outstanding) by resolution of the Board of Directors;
(2) whether the shares of such class or series shall have
voting rights, in addition to any voting rights provided by law, and, if
so, the terms of such voting rights;
(3) the dividends, if any, payable on such class or
series, whether any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such dividends shall be
payable, the preference or relation which such dividends shall bear to the
dividends payable on any shares of stock of any other class or any other
series of the same class;
(4) whether the shares of such class or series shall be
subject to redemption by the Corporation, and, if so, the times, prices and
other conditions of such redemption, and whether or not there shall be a
sinking fund or purchase account in respect thereof, and, if so, the terms
thereof;
(5) whether the shares of such class or series shall be
convertible into, or exchangeable for, shares of stock of any other class
or any other series of the same class or any other securities and, if so,
the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and conditions
of conversion or exchange;
(6) the rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the affairs of,
or upon any distribution of the assets of, the Corporation, which rights
may vary depending upon whether such liquidation, dissolution or winding up
is voluntary or involuntary and, if voluntary, may vary at different dates,
and whether such rights shall rank senior or junior to or on a parity with
such rights of any other class or series of stock; and
(7) any other powers, preferences and relative,
participating, optional and other special rights, and any qualifications,
limitations and restrictions thereof, insofar as they are not inconsistent
with the provisions of this Charter, to the full extent permitted in
accordance with the laws of the State of Maryland.
The terms of any capital stock classified or reclassified
pursuant to powers of the Board of Directors as set forth herein shall be
set forth in Articles Supplementary filed for record with the Maryland
State Department of Assessments and Taxation prior to the issuance of any
such capital stock.
(d) PREFERRED STOCK. The Board of Directors is hereby expressly
authorized to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such class
or series, including, without limitation, the authority to provide that any
such class or series may be (i) subject to redemption at such time or times
and at such price or prices; (ii) entitled to receive
dividends (which may be cumulative, cumulative to a limited extent or non-
cumulative) at such rates, on such conditions, and at such times, and
payable in preference to, or in such relation to, the dividends payable on
any other class or classes or any other series; (iii) entitled to such
rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; or (iv) convertible into, or exchangeable for, shares of
any other class or classes of stock, or of any other series of the same or
any other class or classes of stock, of the Corporation at such price or
prices or at such rates of exchange and with such adjustments; all as may
be stated in such resolution or resolutions.
(e) POWER TO SELL AND PURCHASE SHARES. Subject to the
requirements of applicable law, the Corporation shall have the power to
issue and sell all or any part of any shares of any class of stock herein
or hereafter authorized to such persons, and for such consideration, as the
Board of Directors shall from time to time, in its discretion, determine,
whether or not greater consideration could be received upon the issue or
sale of the same number of shares of another class, and as otherwise
permitted by law. Subject to the requirements of applicable law, the
Corporation shall have the power to purchase any shares of any class of
stock herein or hereafter authorized from such persons, and for such
consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon
the purchase of the same number of shares of another class, and as other-
wise permitted by law.
FIFTH: The following provisions are inserted for the manage-
ment of the business and the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(a) The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors.
(b) The number of directors of the Corporation initially shall
be nine, which number may from time to time be increased or decreased by,
or in the manner provided in, the Bylaws of the Corporation, provided, that
the number of directors shall never be less than three nor more than
fifteen.
(c) The directors of the Corporation, other than those who may
be elected by the holders of any class or series of common stock or
Preferred Stock, shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the
entire Board of Directors. The term of the initial Class I directors shall
expire on the date of the 1998 annual meeting; the term of the initial
Class II directors shall expire on the date of the 1999 annual meeting; and
the term of the initial Class III directors shall expire on the date of the
2000 annual meeting. At each succeeding annual meeting of stockholders
beginning in 1998, successors to the class of directors whose term expires
at that annual meeting shall be elected by a plurality vote of all shares
cast at such meeting to hold office for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among
the classes so as to maintain the number of directors in each class as
nearly equal as possible.
The following persons shall serve as Class I directors until
the 1998 annual meeting of stockholders:
Robert C. Spoerri
Charles K. Esler
Daniel W. Cummings
The following persons shall serve as Class II directors until
the 1999 annual meeting of stockholders:
William E. Sullivan
Earl E. Webb
Lizanne Galbreath
The following persons shall serve as Class III directors until
the 2000 annual meeting of stockholders:
Stuart L. Scott
M.G. Rose
Lynn C. Thurber
(d) Election of directors need not be by written ballot
unless the Bylaws so provide.
(e) A director shall hold office until the annual meeting for
the year in which his or her term expires and until his or her successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
(f) Subject to the terms of any one or more other classes or
series of common stock or Preferred Stock, any vacancy on the Board of
Directors that results from an increase in the number of directors may be
filled by a majority of the entire Board of Directors and any other vacancy
occurring on the Board of Directors may be filled by a majority of the
remaining Directors, even if less than a quorum, or by a sole remaining
director. Any vacancy on the Board of Directors which results from the
removal of a director may also be filled by the stockholders. Any director
of any class elected by the stockholders to fill a vacancy resulting from
the removal of a director of such class shall serve for the balance of the
term of the removed director. Any director elected by the Board of
Directors to fill a vacancy shall serve until the next annual meeting of
stockholders and until his successor is elected and qualifies. Subject to
the rights, if any, of the holders of shares of Preferred Stock or shares
of any other class or series of common stock then outstanding, any director
of the Corporation may be removed from office at any time, but only for
cause (as such term would be construed under Section 2-406(a) of the MGCL,
or any successor provision) and only by the affirmative vote of the holders
of at least two-thirds (2/3) of the voting power of the Corporation's then
outstanding capital stock entitled to vote generally in the election of
directors. Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of Preferred Stock or one or more other classes
or series of common stock shall have the right, voting separately by class
or series, to elect directors at an annual or special meeting of stockhold-
ers, the election, term of office, filling of vacancies and other features
of such directorships shall be governed by the terms of this Charter
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this Article FIFTH unless expressly provided by such
terms.
(g) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the provi-
sions of the MGCL, this Charter, and the Bylaws of the Corporation; PRO-
VIDED, HOWEVER, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if
such Bylaws had not been adopted.
SIXTH: To the fullest extent permitted by the MGCL or Maryland
decisional law, as amended, supplemented or interpreted, no director or
officer shall be personally liable to the Corporation or any of its stock-
holders for monetary damages. Any repeal or modification of this Article
SIXTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director or officer of the Corporation existing at
the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.
SEVENTH: The Corporation shall indemnify its directors and
officers to the fullest extent permitted by the MGCL or Maryland decisional
law, as amended, supplemented or interpreted, and such right to indemnifi-
cation shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of his or her
heirs, executors and personal and legal representatives; PROVIDED, HOWEVER,
that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or
his or her heirs, executors or personal or legal representatives) in con-
nection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the
Board of Directors. The right to indemnification conferred by this Article
SEVENTH shall include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any proceeding in
advance of its final disposition.
The Corporation may, to the extent authorized from time to time
by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar
to those conferred in this Article SEVENTH to directors and officers of the
Corporation.
The rights to indemnification and to the advance of expenses
conferred in this Article SEVENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under this Charter, the
Bylaws of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
Any repeal or modification of this Article SEVENTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer
of the Corporation existing at the time of such repeal or modification with
respect to any acts or omissions occurring prior to such repeal or modifi-
cation.
EIGHTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected: (i) at a duly called
annual or special meeting of the stockholders of the Corporation or (ii) by
written consent if there is filed with the records of stockholders meetings
a unanimous written consent which sets forth the action and is signed by
each stockholder entitled to vote on the matter and a written waiver of any
right to dissent signed by each stockholder entitled to notice of the
meeting but not entitled to vote thereat.
NINTH: Unless otherwise prescribed by law or otherwise provided
herein, special meetings of the stockholders, for any purpose or purposes,
may be called by either (i) the Chairman of the Board of Directors, if
there be one, (ii) the President, (iii) the Board of Directors or (iv) the
Secretary at the request in writing of stockholders owning a majority of
the capital stock of the Corporation issued and outstanding and entitled to
vote at the meeting.
TENTH: Meetings of stockholders may be held at any place in the
United States as is provided in the Bylaws or set by the Directors of the
Corporation in accordance therewith. The books of the Corporation may be
kept (subject to any provision contained in the MGCL) outside the State of
Maryland at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.
ELEVENTH: The Board of Directors or the stockholders shall have
the power to adopt, amend, alter or repeal the Corporation's Bylaws. The
affirmative vote of at least a majority of the entire Board of Directors
or the affirmative vote of at least a majority of the shares of stock
entitled to vote thereon shall be required to adopt, amend, alter or repeal
the Corporation's Bylaws.
TWELFTH: The Corporation hereby expressly elects not to be
governed by the provisions of Title 3, Subtitle 7 of the MGCL.
THIRTEENTH: The Corporation hereby expressly elects not to be
governed by the provision in Title 3, Subtitle 6, Section 3-602 with
respect to any business combination with the following: DEL-LPL Limited
Partnership and DEL-LPAML Limited Partnership and any present or future
affiliate or associate of DEL-LPL Limited Partnership or DEL-LPAML Limited
Partnership, or any person acting in concert with any of the foregoing per-
sons.
FOURTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Charter in the manner now
or hereafter prescribed in this Charter, the Bylaws of the Corporation or
the MGCL, and all rights herein conferred upon stockholders are granted
subject to such reservation; provided, however, that notwithstanding
anything else contained in this Charter to the contrary, the affirmative
vote of the holders of at least eighty percent (80%) of the then
outstanding shares of Common Stock shall be required to change Article
FIFTH, Article SIXTH, Article SEVENTH, Article NINTH, Article TWELFTH,
Article THIRTEENTH or this Article FOURTEENTH and, to the extent permissi
ble under the MGCL, the affirmative vote of the holders of at least a
majority of the then outstanding shares of Common Stock voting as a single
class shall be required to change any other provision contained in this
Charter.
FIFTEENTH: The duration of the Corporation shall be perpetual.
THIRD: The foregoing amendment and restatement of the Charter
of the Corporation has been duly approved by a majority of the entire Board
of Directors and no stock entitled to vote on the matter was outstanding at
the time of such approval.
FOURTH: (a) As of immediately before the filing of these Arti-
cles of Amendment and Restatement, the Corporation has the authority to
issue 10,000,000 shares of Common Stock, par value $.01 per share. The
aggregate par value of all of the authorized shares of stock is $100,000.
(b) As amended, the total number of shares of stock which the
Corporation shall have authority to issue has been increased to 110,000,000
shares of capital stock, consisting of 100,000,000 shares of Common Stock,
par value $.01 per share, and 10,000,000 shares of Preferred Stock, $.01
per share. As amended, the aggregate par value of all of the Corporation's
authorized shares of capital stock is $1,100,000.
(c) The shares of stock of the Corporation are divided into
classes, and the amendment contains a description, as amended, of each
class, including the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption.
FIFTH: The current address of the principal office of the
Corporation within the State of Maryland is c/o CSC-Lawyers Incorporating
Service Company, 11 East Chase Street, Baltimore City, Maryland 21202.
SIXTH: The name and address of the Corporation's current resi-
dent agent is CSC-Lawyers Incorporating Service Company, 11 East Chase
Street, Baltimore City, Maryland 21202.
SEVENTH: The number of directors of the Corporation is nine.
The names of the directors currently in office are:
Daniel W. Cummings Robert C. Spoerri
Charles K. Esler William E. Sullivan
Lizanne Galbreath Lynn C. Thurber
M.G. Rose Earl E. Webb
Stuart L. Scott
IN WITNESS WHEREOF, LaSalle Partners Incorporated has caused
these presents to be signed in its name and on its behalf by its President
and attested to by its Secretary on this 7th day of July, 1997.
By: /s/ Robert C. Spoerri
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Name: Robert C. Spoerri
Title: President
Attest:
/s/ William E. Sullivan
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Name: William E. Sullivan
Title: Secretary
THE UNDERSIGNED, President of LaSalle Partners Incorporated,
who executed on behalf of the Corporation the foregoing Articles of
Amendment and Restatement of which this certificate is made a part, hereby
acknowledges in the name and on behalf of said Corporation the foregoing
Articles of Amendment and Restatement to be the corporate act of said
Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.
/s/ Robert C. Spoerri
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Name: Robert C. Spoerri
Title: President