EXHIBIT 3.1
STATE OF FLORIDA
DEPARTMENT OF STATE [SEAL]
I, RICHARD (DICK) STONE, Secretary of State of the State of Florida, do hereby
certify that the following is a true and correct copy of
CERTIFICATE OF INCORPORATION
OF
R J FINANCIAL CORP.
a corporation organized and existing under the Laws of the State of Florida,
filed on the 24th day of January A.D., 1974 as shown by the records of this
office.
[SEAL] GIVEN under my hand and the Great
Seal of the State of Florida, at
Tallahassee, the Capital, this the
25th day of January
A.D., 1974
/s/ RICHARD (DICK) STONE
-----------------------------
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
R J FINANCIAL CORP.
The undersigned natural persons of the age of twenty-one or more,
acting as incorporators under the provisions of Florida Statutes, Chapter 608,
adopt the following Articles of Incorporation;
ARTICLE I
NAME
The name of this corporation shall be: R J FINANCIAL CORP.
ARTICLE II
TERM OF EXISTENCE
The duration of this corporation is to be perpetual.
ARTICLE III
PURPOSES
The principal purposes of the corporation shall be:
To engage in and carry on a general securities brokerage and financial
business.
To underwrite, subscribe for, buy, sell, pledge, mortgage, hold and
otherwise deal in stocks, bonds, obligations
X - 2
or securities of any private or public corporation, government or municipality,
trusts, syndicates, partnerships or individuals and to do any other act or
thing permitted by law for the preservation, protection, improvement or
enhancement of the value of such shares of stock, bonds, securities or other
obligations including the right to vote thereon.
To undertake and carry on any business transaction or operation
commonly carried on or undertaken by capitalists, promoters, financiers,
contractors, merchants, commission men or agents.
To promote or assist financially or otherwise, corporations,
syndicates, partnerships, individuals or associations of all kinds and to give
any guarantee in connection therewith for the payment of money or for the
performance of any obligation or undertaking.
To deal in shares, stocks, bonds, notes, debentures, or other evidence
of indebtedness or securities of any domestic or foreign corporations, or mutual
investment companies, either as principal, or as agent or broker, or otherwise.
To acquire by lease, purchase, gift, devise, contract, concession, or otherwise,
and to hold, own, develop, explore, exploit, improve, operate, lease, enjoy,
control, manage, or otherwise turn to account, mortgage, grant, sell, exchange,
convey, or otherwise dispose of, wherever situated, within or without the State
of Florida, any and all real estate, lands, options, concessions,
X - 3
grants, land patents, franchises, rights, privileges, easements, tenements,
estates, hereditaments, interests, and properties of every kind, nature and
description whatsoever.
To acquire, and to make payment therefor in cash or the stock or bonds
of the corporation, or by undertaking or assuming the obligations and
liabilities of the transferor, or in any other way, the good will, rights and
property, the whole or any part of the assets, tangible or intangible, and to
undertake or assume the liabilities of, any person, firm, association or
corporation, to hold or in any manner dispose of the whole or any part of the
property so purchased, to conduct in any lawful manner the whole or any part of
the business so acquired and to exercise all of the powers necessary or
convenient for the conduct and management thereof.
To adopt, apply for, obtain, register, produce, take, purchase,
exchange, lease, hire, acquire, secure, own, hold, use, operate, contract, or
negotiate for, take licenses or other rights in respect of, sell, transfer,
grant licenses and rights in respect of, manufacture under, introduce, sell,
assign, collect the royalties on, mortgage, pledge, create liens upon, or
otherwise dispose of, deal in, and turn to accounts letters patent, patents,
patent rights, patents applied for or to be applied for, trade-marks, trade
names and symbols, distinction marks and indications of origin or ownership,
copyrights,
X - 4
syndicate rights, inventions, discoveries, devices, machines, improvements,
licenses, processes, data, and formulae of any and all kinds granted by, or
recognized under or pursuant to laws of the United States of America, or of any
other country or countries whatsoever and with a view to the working and
development of the same, to carry on any business, whether manufacturing or
otherwise, which the corporation may think calculated, directly or indirectly,
to effectuate these objects.
To manufacture, purchase, or otherwise acquire, hold, own, sell,
assign, transfer, lease, exchange, invest in, mortgage, pledge, or otherwise
encumber or dispose of and generally deal and trade in and with, both within and
without the State of Florida, and in any part of the world, goods, wares,
merchandise, and property of every kind, nature and description.
To enter into, make and perform contracts of every kind and description
with any person, firm, association or corporation, municipality, body
politics, country, territory, state, government or colony or dependency thereof.
To borrow or raise money for any of the purposes of the corporation,
without limit as to amount, and in connection therewith to grant collateral or
other security either alone or jointly with any other person, firm or
corporation, and to make, execute, draw, accept, endorse, discount, pledge,
issue, sell or otherwise dispose of promissory notes, drafts, bills of
X - 5
exchange, warrants, bonds, debentures and other evidences of indebtedness,
negotiable or non-negotiable, transferable or non-transferable, and to confer
upon the holders of any of its obligations such powers, rights and privileges as
from time to time may be deemed advisable by the Board of Directors, to the
extent permitted under the General Corporation Law of the State of Florida; to
lend and advance money, extend credit, take notes, open accounts and every kind
and nature of evidence of indebtedness and collateral security in connection
therewith.
To purchase or otherwise acquire, hold, sell, pledge, transfer or
otherwise dispose of shares of its own capital stock, provided that the funds or
property of the corporation shall not be used for the purchase of its own shares
of capital stock when such use would cause any impairment of the capital of the
corporation and provided further, that shares of its own capital stock belonging
to the corporation shall not be voted upon directly or indirectly.
To have one or more offices, conduct and carry on its business and
operations and promote its objects within and without the State of Florida, in
other states, the District of Columbia, the territories, colonies and
dependencies of the United States, and in foreign countries, without restriction
as to place or amount, but subject to the laws of such state, district,
territory, colony dependency or country.
X - 6
To engage in any other business or businesses, whether related thereto
or not, as may be approved by the Board of Directors and which businesses are
permitted by law.
In general to do any or all of the things herein set forth to the same
extent as natural persons might or could do and in any part of the world, as
principals, agents, contractors, trustees, or otherwise, within or without the
State of Florida, either alone or in company with others, and to carry on any
other business in connection therewith whether manufacturing or otherwise, and
to do all things not forbidden, and with all the powers conferred upon
corporations by the laws of the State of Florida.
It is the intention that each of the objects, purposes and powers
specified in each of the paragraphs of this third article of this Certificate
of Incorporation shall, except where otherwise specified, be nowise limited or
restricted by reference to or inference from the terms of any other paragraph or
of any other article in this Certificate of Incorporation, but that the objects,
purposes and powers specified in this article and in each of the articles or
paragraphs of this Certificate shall be regarded as independent objects,
purposes and powers, and the enumeration of specific purposes and powers shall
not be construed to restrict in any manner the general terms and powers of this
corporation, nor shall
X - 7
the expression of one thing be deemed to exclude another, although it be of like
nature. The enumeration of objects or purposes herein shall not be deemed to
exclude or in any way limit by inference any powers, objects, or purposes which
this corporation is empowered to exercise, whether expressly by force of the
laws of the State of Florida, now or hereafter in effect, or impliedly by any
reasonable construction of said law.
ARTICLE IV
STOCK CLAUSE
The aggregate number of shares of stock which this corporation shall
have authority to issue shall be 2,000,000 shares of Common Stock (each with a
par value of $0.01 [one cents]).
ARTICLE V
MINIMUM, CAPITAL
The amount of capital with which the corporation shall begin business
shall not be less than $500.00.
ARTICLE VI
SUBSCRIBERS, INCORPORATORS & DIRECTORS
The names and addresses of the Subscribers, Incorporators and Directors
are:
X - 8
NAME ADDRESS
---- -------
STEVEN C. KOEGLER 14006-79th Avenue North
Seminole, Florida
RICHARD 0. JACOBS 1742 Serpentine Drive South
St. Petersburg, Florida
H. ANNE THOMAS 5531-E 17th Way South
St. Petersburg, Florida
ARTICLE VII
PRE-EMPTIVE RIGHTS
No holder of any shares of stock of the corporation shall have any
pre-emptive rights whatsoever to subscribe for or acquire additional shares of
the corporation of any class, whether such shares shall be hereby or hereafter
authorized; and no holder of shares shall have any right to subscribe to or
acquire any shares which may be hold in the treasury of the corporation; nor
shall any holder have a right to subscribe to or acquire any bonds,
certificates of indebtedness, debentures or other securities convertible into
stock, or carrying any right to purchase stock. All such additional or treasury
shares or securities convertible into stock or carrying any right to purchase
stock may be sold for such consideration, at such time, on such terms and to
such person or persons, firms, corporations or associations as the Board of
Directors may from time to time determine. Florida Statute 608.42(2),
pre-emptive rights, shall not apply to this corporation.
X - 9
ARTICLE VIII
DIRECTORS
A. NUMBER
The business of the corporation shall be managed initially by a board
of not less than three (3) directors. The number of directors may, as provided
in the by-laws, be from time to time increased or decreased, but shall never
be less than three (3) nor more than twelve (12).
B. INTERESTED DIRECTORS
No contract or other transaction between this corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by this corporation, and no act of this
corporation, shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in,
or are directors or officers of, such other corporation. Any director
individually, or any firm of which such director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the corporation, provided that the fact that he or such firm is
so interested shall be disclosed or shall have been known to the Board of
Directors, or a majority thereof. Any director of this corporation who is also a
director or officer of such other corporation, or who is so interested,
X - 10
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.
C. AUTHORITY TO MAKE LONG-TERM EMPLOYMENT CONTRACTS
The Board of Directors may authorize the corporation to enter into
employment contracts with any executive officer for periods longer than one
year, and any charter or by-law provision for annual election shall be without
prejudice to the contract rights, if any, of executive officer under such
contracts.
D. RELIANCE ON CORPORATION BOOKS
Each officer, director, or member of any committee designated by the
Board of Directors shall, in the performance of his duties, be fully protected
in relying in good faith upon the books of account or reports made to the
company by any of its officials or by an independent public accountant or by an
appraiser selected with reasonable care by the Board of Directors or by any such
committee or in relying in good faith upon other records of the company.
ARTICLE IX
INITIAL OFFICE AND REGISTERED AGENT
The address of the initial office of corporation
X - 11
is 6090 Central Avenue, St. Petersburg, Florida. The name of the initial
registered agent of this corporation is RICHARD 0. JACOBS, 445 - 31st Street
North, St. Petersburg, Florida.
ARTICLE X
AMENDMENTS
The corporation reserves the right to amend, alter or repeal any
provision contained in the Certificate of Incorporation in the manner now or
hereafter prescribed by the statutes of Florida, and all rights and powers
conferred on directors and stockholders herein are granted subject to this
reservation.
IN WITNESS WHEREOF, the undersigned, being the incorporators of this
corporation, execute these Articles of Incorporation and certify to the truth of
the facts herein stated, this 18th day of January, 1974.
/s/ STEVEN C. KOEGLER
-------------------------------
Steven C. Koegler
/s/ RICHARD O. JACOBS
--------------------------------
Richard O. Jacobs
/s/ H. ANNE THOMAS
--------------------------------
H. Anne Thomas
STATE OF FLORIDA
COUNTY OF PINELLAS
Before me the undersigned officer duly authorized to administer oaths
and take acknowledgments, personally appeared
X - 12
STEVEN C. KOEGLER, RICHARD O. JACOBS and H. ANNE THOMAS, who, after being duly
cautioned and sworn, depose and say that they have affixed their names to the
foregoing Articles of Incorporation of R J FINANCIAL CORP. as the original
subscribers to said corporation, for the purposes therein expressed.
WITNESS my hand and official seal at St. Petersburg, Pinellas County,
Florida, this 18th day of January, 1974.
/s/ ILLEGIBLE
-------------------------------
NOTARY PUBLIC
My commission expires:
NOTARY PUBLIC, STATE of FLORIDA at LARGE
MY COMMISSION EXPIRES JULY 4, 1977
Bonded By American Bankers Insurance Co.
X - 13
STATE OF FLORIDA
DEPARTMENT OF STATE
I, RICHARD (DICK) STONE, Secretary of State of the State of Florida, do hereby
certify that the following is a true and correct copy of Certificate of
Amendment to Certificate of Incorporation of R J FINANCIAL CORP., a corporation
organized and existing under the Laws of the State of Florida, amending ARTICLE
IV, filed on the 26th day of March, A. D., 1974 as shown by the records of this
office.
[SEAL] GIVEN UNDER MY HAND AND THE GREAT
SEAL OF THE STATE OF FLORIDA, AT
TALLAHASSEE, THE CAPITAL, THIS THE 27TH DAY
OF MARCH, A.D., 1974.
/s/ RICHARD (DICK) STONE
----------------------------------
SECRETARY OF STATE
X - 14
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
R J FINANCIAL CORP.
We, the undersigned, being all of the Directors (there being no
President and Secretary) of R J FINANCIAL CORP., a corporation organized under
the laws of the State of Florida and located in the City of St. Petersburg,
hereby certify:
1. The name of the corporation is R J FINANCIAL CORP.
2. The Articles of Incorporation are amended by the following
resolution adopted by the Board of Directors (there being no Shareholders):
"RESOLVED, That the Articles of Incorporation shall be amended so that Article
IV is eliminated and the following substituted for such Article IV:
ARTICLE IV
STOCK CLAUSE
1. SHARES AUTHORIZED. The aggregate number of shares of stock which
this corporation shall have authority to issue shall be Two Million (2,000,000)
shares of common stock (each with a par value of One Cents [$0.01]) and Two
Hundred Thousand (200,000) shares of preferred stock, (each with a par value of
Two Dollars [$2.00]).
X - 15
2. PREFERRED STOCK. Except as limited elsewhere in this Article IV, the
rights, preferences and privileges of the shares thereof shall be determined by
the Board of Directors in the resolution or resolutions by which it authorizes
the issuance of such stock. By way of illustration, and not by way of
limitation, the Board of Directors shall have the power to decide on the
following terms:
(a). whether the shares of preferred stock shall be participating;
(b). the dividend rate or rates, if any, on the shares of preferred
stock and the relation which dividends of preferred stock shall bear to the
dividends payable on any other class or classes or of any other series of any
class or classes of capital stock of the corporation;
(c). the terms and conditions upon which and the periods in respect to
which any such dividends shall be payable;
(d). whether and upon what conditions any dividends of preferred stock
shall be cumulative and, if cumulative, the date or dates from which dividends
shall accumulate;
(e). whether the shares shall be limited in dividends, if any, or
whether they shall participate in dividends over and above the dividend rate, if
any, provided for the shares;
(f). whether any such dividends shall be payable in cash in shares of
such series, in shares of any other class or classes or of any other series of
any class or classes of capital stock of the corporation, or in other property,
or in more than one of the foregoing;
(g). whether the shares of preferred stock shall be redeemable or
callable, the limitations and restrictions with respect to such redemption or
call, the time or times of redemption, and the price or prices (which may be
greater than par value) at which and the manner in which shares shall be
redeemable or callable, including the manner of selecting shares for redemption
if less than all shares are to be redeemed or called;
X - 16
(h). whether the shares of preferred stock shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether and
upon what conditions the purchase, retirement or sinking fund shall be
cumulative or non-cumulative, and the extent to which and the manner in which
the fund shall be applied to the purchase or redemption of the shares for
retirement or to other corporate purposes and the terms and provisions relative
to the operation thereof;
(i). the terms on which preferred stock shall be convertible into or
exchangeable for shares of any other class or classes or of any other series of
any class or classes of capital stock of the corporation, and 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 such conversion or
exchange;
(j). the extent to which holders of preferred stock shall be entitled
to vote generally with respect to matters relating to the corporation and the
matters on which the holders of preferred stock shall be entitled to vote as a
class;
(k). the preferences in respect to the assets of the corporation upon
liquidation or winding up the corporation including the amount (which may be
greater than par value) payable to holders of preferred stock before any amount
is payable to holders of common stock; and
(1). any other preferences, privileges and powers, and relative,
participating, optional or other special rights and qualifications of or
limitations or restrictions which the Board of Directors may deem advisable,
provided they are not inconsistent with the provisions of these Articles of
Incorporation.
Notwithstanding anything herein to the contrary, each share of
preferred stock shall stand on a parity with each other share of preferred stock
upon the voluntary or involuntary liquidation, dissolution or distribution of
assets, or winding up of the corporation.
No dividend shall be paid, declared or set apart for payment on any
preferred stock in respect of any period unless
X - 17
accumulated dividends shall be or shall have been paid, or declared and set
apart for payment, pro rata, on all shares of outstanding preferred stock.
3. COMMON STOCK. Whenever cash dividends upon the preferred stock at
the time outstanding, to the extent of the preference to which such stock is
entitled, shall have been paid in full for all past dividend periods or declared
and set apart for payment, such dividends, payable in cash, stock or otherwise,
as may be determined by the Board of Directors, may be declared by the Board of
Directors, and paid from time to time to the holders of common stock out of the
remaining net profit or surplus of the corporation.
In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, all assets and
funds of the corporation remaining after the payment to the holders of the
preferred stock of the full amounts to which they shall be entitled, as provided
by the Board of Directors in the resolution or resolutions by which it
authorizes the issuance of such stock, shall be divided and distributed among
the holders of the common stock according to their respective shares.
The corporation may issue and sell its authorized shares of capital
stock from time to time for such consideration as, from time to time, may be
fixed by the Board of Directors, and any and all shares so issued shall be
deemed
X - 18
fully paid and non-assessable and the holder of such shares shall not be liable
to the corporation or its creditors in respect thereto."
SIGNED AND DATED at St. Petersburg, Pinellas County, Florida, this day
of 1974.
R J FINANCIAL CORP.
BY /s/ STEVEN C. KOEGLER
--------------------------
Director
BY /s/ H. ANNE THOMAS
--------------------------
Director
BY /s/ RICHARD O. JACOBS
---------------------------
Director
SWORN AND SUBSCRIBED to before me this 7th day of March, 1974.
/s/ ILLEGIBLE
---------------------------
NOTARY PUBLIC
Notary Public, State of Florida
My Commission Expires. AUG. 11, 1974
My commission expires:
X - 19
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of Certificate of
Amendment to Articles of Incorporation of R J FINANCIAL CORP., a Florida
corporation, filed on May 16, 1983, as shown by the records of this office.
The charter number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
16th day of May, 1983.
/s/ George Firestone
---------------------
George Firestone
Secretary of State
[SEAL}
X - 20
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
R J FINANCIAL CORP.
FILED
MAY 16 12 27PM'83
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
The undersigned officers of R J Financial Corp., (the "Corporation") do
hereby certify that at a duly held meeting of the Board of Directors of the
Corporation held May 9, 1983 and at the Annual Meeting of Shareholders of the
Corporation held May 9, 1983, the following Resolutions were adopted amending
the Corporation's Articles of Incorporation as follows:
RESOLVED, that Article IV of the Articles of Incorporation of this
Corporation is hereby amended in its entirety to read as follows:
ARTICLE IV
STOCK CLAUSE
1. SHARES AUTHORIZED. The aggregate number of shares of stock which this
corporation shall have authority to issue shall be Ten Million (10,000,000)
shares of common stock (each with a par value of One Cent [$0.01]) and One
Million (1,000,000) shares of preferred stock (each with a par value of Two
Dollars [$2.00]).
2. PREFERRED STOCK. Except as limited elsewhere in this Article IV, the
rights, preferences and privileges of the shares thereof shall be determined by
the Board of Directors shall have the power to decide on the following terms:
(a). whether the shares of preferred stock shall be participating;
(b). the dividend rate or rates, if any, on the shares of preferred
stock and the relation which dividends of preferred stock shall bear to the
dividends payable on any other class or classes or of any other series of any
class or classes of capital stock of the corporation;
(c). the terms and conditions upon which and the periods in respect to
which any such dividends shall be payable;
(d). whether and upon what conditions any dividends of preferred stock
shall be cumulative and, if cumulative, the date or dates from which dividends
shall accumulate;
(e). whether the shares shall be limited in dividends, if any, or
whether they shall participate in dividends over and above the dividend rate, if
any, provided for the shares;
(f). whether any such dividends shall be payable in cash, in shares of
such series, in shares of any other class or classes or of any other series of
any class or classes of capital stock of the corporation, or in other property,
or in more than one of the foregoing;
X - 21
(g). whether the shares of preferred stock shall be redeemable or
callable, the limitations and restrictions with respect to such redemption or
call, the time or times of redemption, and the price or prices (which may be
greater than par value) at which and the manner in which shares shall be
redeemable or callable, including the manner of selecting shares for redemption
if less than all shares are to be redeemed or called;
(h). whether the shares of preferred stock shall be subject to the
operation of a purchase, retirement or sinking fund, and, if so, whether and
upon what conditions the purchase, retirement or sinking fund shall be
cumulative or non-cumulative, and the extent to which and the manner in which
the fund shall be applied to the purchase or redemption of the shares for
retirement or to other corporate purposes and the terms and provisions relative
to the operation thereof;
(i). the terms on which preferred stock shall be convertible into or
exchangeable for shares of any other class or classes or of any other series of
any class or classes of capital stock of the corporation, and 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 such conversion or
exchange;
(j). the extent to which holders of preferred stock shall be entitled to
vote generally with respect to matters relating to the corporation and the
matters on which the holders of preferred stock shall be entitled to vote as a
class;
(k). the preferences in respect to the assets of the corporation upon
liquidation or winding up the corporation including the amount (which may be
greater than par value) payable to holders of preferred stock before any amount
is payable to holders of common stock; and
(1). any other preferences, privileges and powers, and relative,
participating, optional or other special rights and qualifications of or
limitations or restrictions which the Board of Directors may deem advisable,
provided they are not inconsistent with the provisions of these Articles of
Incorporation.
Notwithstanding anything herein to the contrary, each share of preferred
stock shall stand on a parity with each other share of preferred stock upon the
voluntary or involuntary liquidation, dissolution or distribution of assets, or
winding up of the corporation.
No dividend shall be paid, declared or set apart for payment on any
preferred stock in respect of any period unless accumulated dividends shall be
or shall have been paid, or declared and set apart for payment, pro rata, on all
shares of outstanding preferred stock.
3. COMMON STOCK. Whenever cash dividends upon the preferred stock at the
time outstanding, to the extent of the preference to which such stock is
entitled, shall have been paid in full for all past dividend periods or declared
and set apart for payment, such dividends, payable in cash, stock or otherwise,
as may be determined by the Board of Directors, may be declared by the Board of
Directors, and paid from time to time to the holders of common stock out of the
remaining net profit or surplus of the corporation.
X - 22
In the event of any liquidation, dissolution or winding up of the affairs
of the corporation, whether voluntary or involuntary, all assets and funds of
the corporation remaining after the payment to the holders of the preferred
stock of the full amounts to which they shall be entitled, as provided by the
Board of Directors in the resolution or resolutions by which it authorizes the
issuance of such stock, shall be divided and distributed among the holders of
the common stock according to their respective shares.
The corporation may issue and sell its authorized shares of capital stock
from time to time for such consideration as, from time to time, may be fixed by
the Board of Directors, and any and all shares so issued shall be deemed fully
paid and non-assessable and the holder of such shares shall not be liable to
the corporation or its creditors in respect thereto.
RESOLVED, that a new Article V to the Articles of Incorporation is hereby
adopted to read as follows:
ARTICLE V
VOTE TO EFFECT BUSINESS COMBINATION
The affirmative vote of two-thirds (2/3) of all the shares outstanding and
entitled to vote shall be required to approve any of the following:
(a). any merger or consolidation of the corporation with or into any
other corporation;
(b). any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of stock of this corporation pursuant
to a vote of stockholders;
(c). any sale, lease, exchange or other transfer of all, or
substantially all, of the assets of this corporation to any other corporation,
person or entity;
(d). any transaction similar to, or having a similar effect as, any of
the foregoing transactions.
Such affirmative vote shall be in lieu of the vote of stockholders
otherwise required by law.
RESOLVED, that a new Article IX to the Articles of Incorporation is hereby
amended in its entirety to read as follows:
ARTICLE IX
AMENDMENT
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; provided, however, that the
provisions set forth in Article V may not be altered, amended or repealed unless
such alteration, amendment or repeal is approved by the affirmative vote of
two-thirds (2/3) of all of the shares outstanding and entitled to vote.
X - 23
The current Article V and all subsequent Articles were renumbered to
reflect the addition of the new Article V.
IN WITNESS WHEREOF, we have duly executed this certificate for and on
behalf of said Corporation, this 13TH day of May, 1983.
Corporate R J FINANCIAL CORP.
Seal
By: /s/ THOMAS A. JAMES
-----------------------------
Thomas A. James, President
Attest: By: /s/ LYNN PIPPENGER
-----------------------------
Lynn Pippenger, Secretary
STATE OF FLORIDA )
) ss.
COUNTY OF PINELLAS )
I HEREBY CERTIFY that on this 13d, day of May, 1983, before me personally
appeared Thomas A. James and Lynn Pippenger, known to me and known to be the
President and Secretary, respectively, of R J Financial Corp., the persons
described in and who executed the foregoing Amendment, and they acknowledged
before me the execution thereof to be their free act and deed as such, for the
use and purposes therein mentioned.
/S/ JEAN C. CRANE
-----------------------------
Notary Jean E. Crane
Seal Notary Public
My Commission Expires:
X - 24
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of Certificate of
Amendment to the Articles of Incorporation of R J FINANCIAL CORP., changing
its name to RJ FINANCIAL CORPORATION, a Florida corporation, filed on
June 2, 1983, as shown by the records of this office.
The charter number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
7TH day of June, 1983.
/s/ GEORGE FIRESTONE
-------------------
George Firestone
Secretary of State
X - 25
[SEAL]
AMENDMENT
TO ARTICLES OF INCORPORATION
OF
R J FINANCIAL CORP.
FILED
1983 JUN-2 AM 10:58
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
The undersigned officers of R J Financial Corp., (the "Corporation") do
hereby certify that at a duly held meeting of the Board of Directors of the
Corporation held May 9, 1983 and at the Annual Meeting of Shareholders of the
Corporation held May 9, 1983, the following Resolutions were adopted amending
the Corporation's Articles of Incorporation as follows:
RESOLVED, that Article I of the Articles of Incorporation of this
Corporation is hereby amended in its entirety to read as follows:
ARTICLE I
NAME
The name of the corporation shall be: RJ FINANCIAL CORPORATION.
IN WITNESS WHEREOF, we have duly executed this certificate for and on
behalf of said Corporation, this 25TH day of May, 1983.
Corporate R J FINANCIAL CORP.
Seal
By: /s/ THOMAS A. JAMES
--------------------------------
Thomas A. James, President
Attest: By: /s/ LYNN PIPPENGER
--------------------------------
Lynn Pippenger, Secretary
STATE OF FLORIDA )
) ss.
COUNTY OF PINELLAS )
I HEREBY CERTIFY that on this 25TH day of May, 1983, before me personally
appeared Thomas A. James and Lynn Pippenger, known to me and known to be the
President and Secretary, respectively, of R J Financial Corp., the persons
described in and who executed the foregoing Amendment, and they acknowledged
before me the execution thereof to be their free act and deed as such, for the
use and purposes therein mentioned.
Notary /s/ JEAN E. CRANE
Seal -----------------------------
Jean E. Crane
Notary Public
My Commission Expires:
X - 26
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of the Articles of
Amendment, filed on February 20, 1987, to the Articles of Incorporation
for RJ FINANCIAL CORPORATION, changing its name to RAYMOND JAMES FINANCIAL,
INC., a Florida corporation, as shown by the records of this office.
The document number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
24TH day of February, 1987.
/s/ GEORGE FIRESTONE
---------------------
George Firestone
Secretary of State
[SEAL]
X - 27
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
RJ FINANCIAL CORPORATION
FILED
1987 FEB 20 PM 1:00
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
The undersigned officers of RJ Financial Corporation, (the Corporation), do
hereby certify that at the Annual Meeting of the Shareholders Corporation, held
February 12, 1987, at the recommendation of the Board of Directors, the
following Resolution was adopted amending the Corporation's Articles
Incorporation as follows:
RESOLVED, that Article I of the Articles of Incorporation of this
Corporation is hereby amended in its entirety to read as follows:
ARTICLE I
NAME
The name of the Corporation shall be:
RAYMOND JAMES FINANCIAL, INC.
IN WITNESS WHEREOF, we have duly executed this certificate for and on
behalf of said Corporation, this 12TH day of FEBRUARY 1987.
ARTICLE I
NAME
The namn of the Corporation shall be:
RAYMOND JAMES FINANCIAL, INC.
IN WITNESS WHEREOF, we have duly executed this certificate for and on
behalf of said Corporation, this 12TH day of FEBRUARY, 1987.
(Corporate Seal) RJ FINANCIAL CORPORATION
By /s/ FRANCIS S. GODBOLD
---------------------------
Francis S. Godbold
President
By /s/ LYNN PIPPENGER
---------------------------
Lynn Pippenger
Secretary
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY that on this 12TH day of FEBRUARY 1987, before me
personally appeared Francis S. Godbold and Lynn Pippenger, known to me and known
to be the President and Secretary, respectively, of RJ Financial Corporation,
the persons described in and who executed the foreagoing Amendment, and they
acknowledged before me the execution thereof to be their free act and deed as
such, for the use and purposes therein mentioned.
/s/ JEAN E. CRANE
-----------------------------
Notary Seal Jean E. Crane
Notary Public
My Commission Expires:
Notary Public, State of Florida at
Large
My Commission, Expires JULY 27, 1989
X - 28
STATE OF FLORIDA
STATE OF FLORIDA
I certify that the attached is a true and correct copy of the Article
of Amendment, filed on June 13, 1991, to Article of Incorporation for
RAYMOND JAMES FINANCIAL, INC., a Florida corporation, as shown by the
record of this office.
The document number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this the
25th day of June, 1991.
/s/ JIM SMITH
-------------------
Jim Smith
Secretary of State
[SEAL]
X-29
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
RAYMOND JAMES FINANCIAL, INC.
FILED
1991 JUNE 13 AM 10:25
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
The undersigned officers of Raymond James Financial, Inc., (the Corporation), do
hereby certify that at a Special Meeting of the Shareholders of the Corporation,
held June 4, 1991, at the recommendation of the Board of Directors, the
following Resolution was adopted amending the Corporation's Articles
of Incorporation as follows:
RESOLVED, that Article IV of the Articles of Incorporation of this
corporation is hereby amended in its entirety to read as follows:
ARTICLE IV
STOCK CLAUSE
1. SHARES AUTHORIZED. The aggregate number of shares of stock which this
corporation shall have authority to issue shall be twenty-five million
(25,000,000) shares of common stock (each with a par value of one cent
($.0l)) and one million (1,000,000) shares of preferred stock (each with
a par value of two dollars ($2.00)).
IN WITNESS WHEREOF, we have duly executed this certificate for and on
behalf of said Corporation, this 7TH day of JUNE, 1991.
RAYMOND JAMES FINANCIAL, INC.
By /s/ FRANCIS S. GOLDBOLD
----------------------------------
(Corporate Seal) Francis S. Goldbold
By /s/ LYNN PIPPENGER
----------------------------------
Lynn Pippenger
President
X - 30
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this 7TH day of June, 1991, before me personally
appeared Francis S. Godbold, Lynn Pippenger, known to me to be the President and
Secretary, respectively, of Raymond James Financial, Inc., the persons described
in and who executed the foregoing Amendment, and they acknowledged before me the
execution thereof to be their free act and deed as such, for the use and
purposes therein mentioned.
/s/ JEAN E. CRANE
----------------------
Jean E. Crane
Notary Public
Notary Public, State of Florida at Large
My Commission expires July 27,1993
X - 31
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on March 8, 1993, to Article of Incorporation for RAYMOND JAMES FINANCIAL,
INC., a Florida corporation, as shown by the records of this office.
The document number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Eighth day of March, 1993
/s/ JIM SMITH
------------------
Jim Smith
Secretary of State
X - 32
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
RAYMOND JAMES FINANCIAL, INC.
FILED
1993 MAR -8 PM 12:21
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Article IV of the Articles of Incorporation of Raymond James Financial,
Inc. was amended at the Annual Meeting of Shareholders of Raymond James
Financial, Inc., held on February 11, 1992.
1. The name of the Corporation is Raymond James Financial, Inc.
2. Article IV of the Articles of Incorporation of Raymond James
Financial, Inc., was amended as follows:
"SHARES AUTHORIZED. The aggregate number of shares of stock which
this corporation shall have authority to issue shall be fifty million
(50,000,000) shares of common stock (each with a par value of one cent
($.01) and ten million (10,000,000) shares of preferred stock (each
with a par value of ten cents ($.l0))."
3. The foregoing amendment was approved and adopted by the shareholders
at the Annual Meeting of Shareholders held on February 11, 1993.
4. Of the issued and outstanding 14,045,702 shares of common stock,
12,837,499 shares were represented either in person or by proxy, constituting
91.3% of the outstanding shares, which represented a quorum. The number of votes
cast for the amendment was sufficient for approval.
IN WITNESS WHEREOF, we have duly executed this certificate for and on behalf of
said corporation, this 3RD day of MARCH, 1993.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ FRANCIS S. GODBOLD
-----------------------------
Francis S. Godbold, President
By: /s/ LYNN PIPPENGER
-----------------------------
Lynn P. Pippenger, Secretary
(Corporate Seal)
X - 33
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on February 28, 1994, to Articles of Incorporation for RAYMOND JAMES
FINANCIAL, INC., a Florida corporation, as shown by the records of this office.
The document number of this corporation is 444750.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Seventh day of March, 1994
/s/ JIM SMITH
--------------------
Jim Smith
Secretary of State
[SEAL]
X - 34
AMENDMENT TO
ARTICLES OF INCORPORATION
OF
RAYMOND JAMES FINANCIAL
FILED
94 FEB 28 PM 2:29
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
Article VIII of the Articles of Incorporation of Raymond James Financial,
Inc., was amended at the Annual Meeting of the Shareholders of Raymond James
Financial, Inc., held February 10, 1994.
1. The name of the Corporation is Raymond James Financial, Inc.
2. Article VIII of the Articles of Incorporation of Raymond James
Financial, Inc., was amended as follows:
"A. NUMBER
The business of the corporation shall be managed initially by a
board of not less than three (3) directors. The number of directors
may, as provided in the by-laws, be from time to time increased or
decreased, but shall never be less than three (3) nor more than
thirteen (13)."
3. The foregoing amendment was approved and adopted by the shareholders
at the Annual Meeting of Shareholders held on February 10, 1994.
4. Of the issued and outstanding 21,342,622 shares of common stock,
19,265,549 shares were represented either in person or by proxy,
constituting over 91.75% of the outstanding shares, which represented
a quorum. The number of votes cast for the amendment was sufficient
for approval.
IN WITNESS WHEREOF, we have duly executed this certificate for and on behalf of
said corporation, this day of February, 1994.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ FRANCIS S. GODBOLD
-----------------------------
Francis S. Godbold, President
By: /s/ LYNN PIPPENGER
-----------------------------
Lynn Pippenger, Secretary
(Corporate Seal)
X - 35
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on the 18TH day of February, 1994, before me personally
appeared Francis S. Godbold and Lynn Pippenger, known to me to be the President
and Secretary, respectively, of Raymond James Financial, Inc., the persons
described in and who executed the foregoing Amendment, and they acknowledged
before me the execution thereof to be their free act and deed as such, for the
use and purposes therein mentioned.
NOTARY PUBLIC, STATE OF FLORIDA.
MY COMMISSION EXPIRES: Feb. 21, 1995.
BONDED THRU NOTARY PUBLIC UNDERWRITERS.
/s/ GRACE M. PALSHA
--------------------
Grace M. Palsha
Notary Public
My Commission expires________________________
X - 36