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[FLORIDA STATE SEAL]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
October 28, 1998
MRS. LORRIE MAAG
720 OLIVE ST., STE. 2400
ST. LOUIS, MO 63101
Re: Document Number 211808
The Restated Articles of Incorporation for PGI INCORPORATED, a Florida
corporation, were filed on October 27, 1998.
The certification you requested is enclosed.
Should you have any questions concerning this matter, please telephone
(850) 487-6050, the Amendment Filing Section.
Velma Shepard
Corporate Specialist
Division of Corporations Letter Number: 498A00052847
Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314
STATE OF FLORIDA
[LOGO]
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Restated
Articles of Incorporation, filed on October 27, 1998, for PGI
INCORPORATED, a Florida corporation, as shown by the records of this
office.
The document number of this corporation is 211808.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-eighth day of October, 1998
[FLORIDA STATE SEAL] /s/ Sandra B. Mortham
CR2E022 (2-95)
Sandra B. Mortham
Secretary of State
CERTIFICATE OF THE VICE CHAIRMAN
OF THE BOARD OF DIRECTORS
AND THE PRESIDENT OF
PGI INCORPORATED
The undersigned, Laurence A. Schiffer, the Vice Chairman of the
Board of Directors and the President of PGI Incorporated, a Florida
corporation ("PGI"), makes this certificate pursuant to the requirements
of Section 607.1007 of the Florida Business Corporation Act (the
"Florida Act") in connection with the restatement of the Articles of
Incorporation of PGI as amended to date (the "Articles of Incorporation
as Amended") and the filing thereof with the Secretary of State of the
State of Florida:
1. Attached hereto as Attachment A is a true, correct, accurate
and complete copy of the Articles of Incorporation as Amended, restated
as so amended (the "Restated Articles") (excluding the Certificate of
Designation setting forth the rights, preferences, privileges, and
designations creating and establishing the Class A Cumulative Preferred
Stock of PGI Incorporated which remain in effect but are filed
separately with the Secretary of State of the State of Florida).
2. The Restated Articles do not contain an amendment to the
Articles of Incorporation as Amended requiring shareholder approval
which has not previously been obtained and filed with the Secretary of
State of the State of Florida.
3. The Board of Directors of PGI adopted the Restated Articles
by those certain Resolutions of the Board of Directors by Unanimous
Written Consent and dated as of September 4, 1998.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
as of the 4th day of September 1998.
/s/ Laurence A. Schiffer
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Laurence A. Schiffer
Vice Chairman of the Board and President
September 4, 1998
EXHIBIT A
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RESTATED ARTICLES OF INCORPORATION
OF
PGI INCORPORATED
ARTICLE I
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The name of this corporation shall be: PGI Incorporated.
ARTICLE II
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The general nature of the business to be transacted shall be:
(a) To acquire, by purchase or in any other manner, own, hold,
maintain, work, develop, sell, convey, lease, mortgage,
exchange, improve and in any other manner to deal in and
with property, real, personal and mixed, tangible and
intangible, of every kind, nature and description wherever
located, and any interest or right therein of any kind,
nature or description.
(b) To engage in the business of a holding company and to
acquire by purchase or in any other manner any mercantile,
commercial or other business, trade or enterprise, and any
interest therein, to enter into and engage in any such
business, trade or enterprise, and to do all things
appropriate thereto.
(c) To engage in the general contracting, construction, and
manufacturing business for the construction and manufacture
of any and all types of buildings, structures and products
of every kind, nature and description, and to buy, sell,
manufacture, trade in and otherwise deal with any and all
types of buildings, structures and products.
(d) To do any and all of the above activities, directly or
indirectly, alone or in combination with others, through
participation in partnerships, joint ventures, trusts or
any other form of business entity, as principal or as agent
or broker for others.
(e) To carry on any business, occupation, undertaking or
enterprise and to exercise any power of authority which may
be done by a private corporation organized and existing
under and by virtue of Chapter 608, Florida Statute, 1967,
and it being the intention that this corporation may
conduct and transact any business lawfully authorized and
not prohibited by Chapter 608, Florida Statute, 1967.
ARTICLE III
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The maximum number of shares of capital stock which this corporation
is authorized to issue or to have outstanding at any time shall be
Thirty Million (30,000,000) shares of which Twenty Five Million
(25,000,000) shares shall be common stock of $.10 par value, and Five
Million (5,000,000) shares shall be preferred stock of $1.00 par value.
Each holder of common stock shall have one vote for each share of
stock held. At all elections of directors of the corporation each holder
of stock possessing voting power shall have the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right
to vote, but shall not have the right to cumulate such votes.
The whole or any part of the capital stock of this corporation shall
be payable in lawful money of the United States of America, property, or
services at a valuation to be fixed by the directors of the corporation,
provided, however, that such valuation be at least equivalent to the
full par value of the stock so to be issued.
No holder of shares of any class of stock of this corporation shall
have any preemptive or preferential right to subscribe for, purchase, or
otherwise acquire or receive any shares of any class of stock hereafter
issued by this corporation, whether now or hereafter authorized, or any
shares of any class of stock of this corporation now or hereafter
acquired and held by this corporation as treasury stock and subsequently
reissued and sold or otherwise disposed of, or any bonds, certificates
of indebtedness, notes, or any other securities convertible into or
exchangeable for, or any warrants or rights to purchase or otherwise
acquire, any shares of any class of stock of this corporation, whether
now or hereafter authorized.
The preferred stock may be issued from time to time in one or more
series, upon resolution or resolutions providing for such series adopted
by the Board of Directors, with such distinctive designations as shall
be stated in such resolution or resolutions. The resolution or
resolutions providing for the issue of shares of a particular series
shall fix, subject to applicable laws and provisions of this Article
III, the designation, rights, references and limitations of the shares
of each such series. The authority of the Board of Directors with
respect to each series shall include, but not be limited to,
determination of the following:
(a) the number of the shares constituting such series,
including the authority to increase or decrease such
number, and the distinctive designation of such series;
(b) the dividend rate of the shares of such series, whether the
dividends shall be cumulative and, if so, the date from
which they shall be cumulative, and the relative rights of
priority, if any, of payment of dividends on shares of such
series;
(c) the right, if any, of the corporation to redeem shares of
such series and the terms and conditions of such redemption
including the redemption price;
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(d) the rights of shares in case of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation,
and the relative rights of priority, if any, of payment of
shares of such series;
(e) the voting rights, if any, for such series and the terms
and conditions under which such voting rights may be
exercised;
(f) the obligation, if any, of the corporation to retire shares
of such series pursuant to a retirement or sinking fund or
fund of a similar nature and the terms and conditions of
such obligation;
(g) the terms and conditions, if any, upon which shares of such
series shall be convertible into or exchangeable for shares
of stock of any other class or classes or of any other
series of preferred stock, including the price or prices or
the rate or rates of conversion or exchange and the terms
of adjustment, if any; and
(h) any other rights, preferences or limitations of the shares
of such series as may be permitted by law.
ARTICLE IV
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The amount of capital with which this corporation will begin business
will be not less than Five Hundred Dollars ($500.00).
ARTICLE V
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This Corporation is to have perpetual existence.
ARTICLE VI
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The principal office of the corporation shall be at 1796 West Marion
Avenue, Punta Gorda, Florida.
ARTICLE VII
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The Board of Directors of the corporation shall be comprised of eight
(8) members, all of whom shall be elected annually. The number of
directors may be increased or decreased from time to time in the manner
provided in the By-Laws. Whenever any vacancy on the Board of Directors
shall occur due to death, resignation, retirement, removal, increase in
the number of directors or otherwise, a majority of directors in office,
although less than a majority of the entire Board, may fill the vacancy
or vacancies for the balance of the unexpired term or terms, at which
time a successor or successors shall be duly elected by the shareholders
and shall qualify.
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ARTICLE VIII
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The names and post office addresses of the first Board of Directors,
who, subject to the provisions of the Certificate of Incorporation, the
by-laws and the corporation laws of the State of Florida, shall hold
office for the first year of the corporation's existence, or until their
successors are elected and have qualified, are as follows:
NAME ADDRESS
Wilber H. Cole 6021 Maynada Street
Coral Gables, Florida
Mark Marks 1905 N. E. 124th Street
North Miami, Florida
Beatrice M. Marks 1905 N. E. 124th Street
North Miami, Florida
ARTICLE IX
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The names and post office addresses of each subscriber to the
Certificate of Incorporation and the number of shares that each agree to
take are as follows, to-wit:
NAME ADDRESS SHARES
Wilber H. Cole 6021 Maynada Street 667 Common -
Coral Gables, Florida No par $167.00
Mark Marks 1905 N. E. 124th Street 667 Common -
North Miami, Florida No par $167.00
Beatrice M. Marks 1905 N. E. 124th Street 666 Common -
North Miami, Florida No par $167.00
The proceeds of the stock subscribed for will be at least as much as
the amount necessary to begin business.
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ARTICLE X
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No shareholder shall have a pre-emptive right to purchase any new or
additional shares of the corporation, whenever issued by the
corporation, whether sold for cash or issued for other consideration,
and whether of the same kind, class or series which the shareholder
already holds.
ARTICLE XI
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The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, PGI Incorporated has caused these Restated
Articles of Incorporation (excluding the Certificate of Designation
setting forth the rights, preferences, privileges, and designations
creating and establishing the Class A Cumulative Preferred Stock of PGI
Incorporated which remain in effect but are filed separately with the
Secretary of State of the State of Florida) to be executed by Laurence
A. Schiffer, its Vice Chairman of the Board and Chief Executive Officer
as of this 4th day of September, 1998.
/s/ Laurence A. Schiffer
PGI Incorporated
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CERTIFICATE OF THE VICE CHAIRMAN
OF THE BOARD OF DIRECTORS
AND THE PRESIDENT OF
PGI INCORPORATED
The undersigned, Laurence A. Schiffer, the Vice Chairman of the Board
of Directors and the President of PGI Incorporated, a Florida
corporation ("PGI"), makes this certificate pursuant to the requirements
of Section 607.1007 of the Florida Business Corporation Act (the
"Florida Act") in connection with the restatement of the Articles of
Incorporation of PGI as amended to date (the "Articles of Incorporation
as Amended") and the filing thereof with the Secretary of State of the
State of Florida:
1. Attached hereto as Attachment A is a true, correct, accurate and
complete copy of the Articles of Incorporation as Amended, restated as
so amended (the "Restated Articles") (excluding the Certificate of
Designation setting forth the rights, preferences, privileges, and
designations creating and establishing the Class A Cumulative Preferred
Stock of PGI Incorporated which remain in effect but are filed
separately with the Secretary of State of the State of Florida).
2. The Restated Articles do not contain an amendment to the Articles
of Incorporation as Amended requiring shareholder approval which has not
previously been obtained and filed with the Secretary of State of the
State of Florida.
3. The Board of Directors of PGI adopted the Restated Articles by
those certain Resolutions of the Board of Directors by Unanimous Written
Consent and dated as of September 4, 1998.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as
of the 4th day of September, 1998.
/s/ Laurence A. Schiffer
Laurence A. Schiffer
Vice Chairman of the Board and President
September 4, 1998
EXHIBIT A -- RESTATED CERTIFICATE OF INCORPORATION AS AMENDED
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September 4, 1998
PGI INCORPORATED
ACTIONS BY THE BOARD OF DIRECTORS
BY UNANIMOUS WRITTEN CONSENT
The undersigned, being all the directors of PGI Incorporated, (the
"Corporation"), a Florida corporation, pursuant to Section 607.0821 of
the Florida Business Corporation Act (the "Florida Act"), hereby
unanimously consent and subscribe in writing, without a meeting, to the
following recitals and actions:
WHEREAS, the shareholders of the Corporation have approved numerous
amendments to the Corporation's Articles of Incorporation (the
"Articles") since the Company's incorporation in 1959 and the Board
believes it would be in the best interest of the Company that the
Articles as so amended, be restated into one document and filed with the
Secretary of State of the State of Florida (the "Secretary").
WHEREAS, attached hereto as Attachment A is the restated articles of
incorporation of the Corporation in its entirety in the form attached
hereto as the current articles of incorporation of the Corporation (the
"Restated Articles") (excluding the Certificate of Designation setting
forth the rights, preferences, privileges and designations creating and
establishing the Corporation's Class A Cumulative Preferred Stock which
remain in effect (the "Certificate of Designation")) and which Restated
Articles compile in one document the original Articles as amended to
date, except for the Certificate of Designation.
RESOLVED, that pursuant to Sections 607.1007 of the Florida Act, the
Restated Articles is hereby adopted and approved in all respects and for
all purposes as the current articles of incorporation of the
Corporation; and
FURTHER RESOLVED, that pursuant to Section 607.0120 of the Florida
Act, the Board of Directors authorizes, empowers and directs the proper
officers of the Corporation enumerated therein, in the name and on
behalf of the Corporation, to take such other and further actions and to
execute, deliver to and file with the Secretary, in addition to the
Restated Articles, such other and further documents and certificates
(the "Documents"), as any of them may deem necessary or advisable to
implement or to otherwise carry out the intent of the foregoing
resolutions; and
FURTHER RESOLVED, that if and to the extent required by the
Secretary, the Board of Directors authorizes the proper officers of the
Corporation to make such additions, deletions and alterations to the
Documents and the Restated Articles (but in the case of the Restated
Articles, only if the nature of the revisions are solely to correct
clerical, typographical or procedural errors or omissions) necessary to
effect the acceptance of the filing of the Restated Articles and the
Documents by the Secretary, as the officers in their judgment deem
necessary or proper.
IN WITNESS WHEREOF, the undersigned have executed this Written
Consent as of Sept. 4, 1998.
/s/ Andrew S. Love, Jr.
Andrew S. Love, Jr.
/s/ Laurence A. Schiffer
Laurence A. Schiffer
BEING ALL OF THE DIRECTORS