Exhibit 3(a)
CERTIFICATE OF INCORPORATION
OF
UNITED STATES STEEL CORPORATION
First: The name of the Corporation (which is hereinafter referred to as the
"Corporation") is
UNITED STATES STEEL CORPORATION
Second: Its registered office and place of business in the State of
Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle. The registered agent in charge thereof upon whom process
against the Corporation may be served is Corporation Service Company.
Third: The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware, and without limiting the foregoing to engage in integrated
steel operations and to develop, mine, produce, manufacture, construct,
transport, buy, hold, sell and generally deal in products, materials, property,
both tangible and intangible, and services of all kinds.
Fourth: The total number of shares of capital stock which the Corporation
shall have authority to issue is Two Hundred and Fourteen Million (214,000,000),
of which Two Hundred Million (200,000,000) shares shall be Common Stock having a
par value of one dollar ($1.00) per share and Fourteen Million (14,000,000)
shares shall be shares of Preferred Stock, without par value (hereinafter called
"Preferred Stock").
A statement of the designations of the Preferred Stock or of any series
thereof, and the powers, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
or of the authority of the Board of Directors to fix by resolution or
resolutions such designations and other terms not fixed by the Certificate of
Incorporation, is as follows:
1. The Preferred Stock may be issued in one or more series, from time
to time, with each such series to have such designation, powers,
preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation, subject
to the limitations prescribed by law and in accordance with the provisions
hereof, the Board of Directors being hereby expressly vested with authority
to adopt any such resolution or resolutions. The authority of the Board of
Directors with respect to each such series shall include, but not be
limited to, the determination or fixing of the following:
(i) The distinctive designation and number of shares comprising
such series, which number may (except where otherwise provided by the
Board of Directors in creating such series) be increased or decreased
(but not below the number of shares then outstanding) from time to
time by like action of the Board of Directors;
(ii) The dividend rate of such series, the conditions and times
upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or
classes of stock or series thereof, or any other series of the same
class, and whether dividends shall be cumulative or non-cumulative;
(iii) The conditions upon which the shares of such series shall
be subject to redemption by the Corporation and the times, prices and
other terms and provisions upon which the shares of the series may be
redeemed;
(iv) Whether or not the shares of the series shall be subject to
the operation of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if such retirement or
sinking fund be established, the annual amount thereof and the terms
and provisions relative to the operation thereof;
(v) Whether or not the shares of the series shall be convertible
into or exchangeable for shares of any other class or classes, with or
without par value, or of any other series of the same class, and, if
provision is made for conversion or exchange, the times, prices,
rates, adjustments, and other terms and conditions of such conversion
or exchange;
(vi) Whether or not the shares of the series shall have voting
rights, in addition to the voting rights provided by law, and, if so,
subject to the limitation hereinafter set forth, the terms of such
voting rights;
(vii) The rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution, or upon the
distribution of assets of the Corporation;
(viii) Any other powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such series, as the Board of
Directors may deem advisable and as shall not be inconsistent with the
provisions of this Certificate of Incorporation.
2. The holders of shares of the Preferred Stock of each series shall
be entitled to receive, when and as declared by the Board of Directors, out
of funds legally available for the payment of dividends, dividends at the
rates fixed by the Board of Directors for such series, and no more, before
any dividends, other than dividends payable in Common Stock, shall be
declared and paid, or set apart for payment, on the Common Stock with
respect to the same dividend period.
3. Whenever, at any time, dividends on the then outstanding Preferred
Stock as may be required with respect to any series outstanding shall have
been paid or declared and set apart for payment on the then outstanding
Preferred Stock, and after complying with respect to any retirement or
sinking fund or funds for any series of Preferred Stock, the Board of
Directors may, subject to the provisions of the resolution or resolutions
creating any series of Preferred Stock, declare and pay dividends on the
Common Stock, and the holders of shares of the Preferred Stock shall not be
entitled to share therein.
4. The holders of shares of the Preferred Stock of each series shall
be entitled upon liquidation or dissolution or upon the distribution of the
assets of the Corporation to such preferences as provided in the resolution
or resolutions creating such series of Preferred Stock, and no more, before
any distribution of the assets of the Corporation shall be made to the
holders of shares of the Common Stock.
5. Except as otherwise provided by a resolution or resolutions of the
Board of Directors creating any series of Preferred Stock or by the General
Corporation Law of Delaware, the holders of shares of the Common Stock
issued and outstanding shall have and possess the exclusive right to notice
of stockholders' meetings and the exclusive power to vote. The holders of
shares of the Preferred Stock issued and outstanding shall, in no event, be
entitled to more than one vote for each share of Preferred Stock held by
them unless otherwise required by law.
Fifth: The existence of the Corporation is to be perpetual.
Sixth: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
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Seventh: The number of directors of the Corporation shall be fixed from
time to time by, or in the manner provided in, its by-laws and may be increased
or decreased as therein provided; but the number thereof shall not be less than
three.
The directors of the Corporation shall be divided into three classes: Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the whole number of the Board of Directors. Each of
the Class I directors shall hold office until the 2002 annual meeting of the
stockholders, each of the Class II directors shall hold office until the 2003
annual meeting of the stockholders, and each of the Class III directors shall
hold office until the 2004 annual meeting of the stockholders, and in the case
of each class, until their respective successors are duly elected and qualified.
At each annual election held from and after the 2002 annual meeting of the
stockholders, directors elected to succeed those whose terms expire shall be
identified as being of the same class as the directors they succeed and shall be
elected to hold office for a term to expire at the third annual meeting of the
stockholders after their election, and until their respective successors are
duly elected and qualified. If the number of directors is changed, any increase
or decrease in directors shall be apportioned among the classes so as to
maintain all classes as equal in number as possible, and any additional director
elected to any class shall hold office for a term which shall coincide with the
terms of the other directors in such class and until his successor is duly
elected and qualified.
In the case of any increase in the number of directors of the Corporation,
the additional director or directors shall be elected by the Board of Directors.
In the case of any vacancy in the Board of Directors from death,
resignation, disqualification or other cause, a successor to hold office for the
unexpired portion of the term of the director whose place shall be vacant, and
until the election of his successor, shall be elected by a majority of the Board
of Directors then in office, though less than a quorum.
Directors of the Corporation may be removed only for cause.
Eighth: The Board of Directors shall have power to adopt, amend and repeal
the by-laws at any regular or special meeting of the Board of Directors,
provided that notice of intention to adopt, amend or repeal the by-laws in whole
or in part shall have been included in the notice of meeting; or, without any
such notice, by a vote of two-thirds of the directors then in office.
Stockholders may adopt, amend and repeal the by-laws at any regular or
special meeting of the stockholders by an affirmative vote of two-thirds of the
shares outstanding and entitled to vote thereon, provided that notice of
intention to adopt, amend or repeal the by-laws in whole or in part shall have
been included in the notice of the meeting.
Any action required to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders or otherwise, may not be taken without a
meeting, prior notice and a vote, and stockholders may not act by written
consent.
Ninth: The Board of Directors from time to time shall determine whether and
to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the Corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by the Board of Directors, or by the
stockholders.
Tenth: The directors may from time to time declare such dividends as they
shall deem advisable and proper, subject to the provisions of Article Fourth and
to such restrictions as may be imposed by law, and pay the same to the
stockholders at such times as they shall fix.
The Board of Directors shall have power to issue bonds, debentures, or
other obligations, either non-convertible or convertible into the Corporation's
stock, subject to the provisions of Article Fourth and upon such
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terms, in such manner and under such conditions in conformity with law, as may
be fixed by the Board of Directors prior to the issue of such bonds, debentures
or other obligations.
Eleventh: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except (i) for breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Eleventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
Twelfth: The powers and authorities hereinbefore conferred upon the Board
of Directors are in furtherance and not in limitation of those conferred by the
laws of the State of Delaware.
Thirteenth: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter prescribed by law,
and all rights preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this Article.
Fourteenth: The name and mailing address of the Sole Incorporator is as
follows:
Name Address
- ---- -------
Deborah M. Reusch P.O. Box 636
Wilmington, DE 19899
Fifteenth: This Certificate of Incorporation shall be effective as of 11:59
p.m. on December 31, 2001.
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this Certificate
of Incorporation, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 31st day of December, 2001.
/s/ Deborah M. Reusch
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Deborah M. Reusch
Sole Incorporator
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