1 EXHIBIT 3(i)
AMENDED AND RESTATED CHARTER OF T. ROWE PRICE GROUP, INC. AS OF MARCH 9, 2001
FIRST: THE UNDERSIGNED, Robye Shaw Margolius, whose address is 6225
Smith Avenue, Baltimore, Maryland 21209, being at least eighteen years of
age, acting as incorporator, does hereby form a corporation under the General
Laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
T. Rowe Price Group, Inc.
THIRD: (a) The purposes for which and any of which the Corporation is
formed and the business and objects to be carried on and promoted by it are:
(1) To engage in any one or more businesses or transactions, or to
acquire all or any portion of any entity engaged in any one or more
businesses or transactions which the Board of Directors may from time to time
authorize or approve, whether or not related to the business described
elsewhere in this Article or to any other business at the time or theretofore
engaged in by the Corporation.
The foregoing enumerated purposes and objects shall be in no way limited
or restricted by reference to, or inference from, the terms of any other
clause of this or any other Article of the charter of the Corporation, and
each shall be regarded as independent; and they are intended to be and shall
be construed as powers as well as purposes and objects of the Corporation and
shall be in addition to and not in limitation of the general powers of
corporations under the General Laws of the State of Maryland.
FOURTH: The present address of the principal office of the Corporation
is 100 East Pratt Street, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the Corporation in
this State are Barbara A. Van Horn, 100 East Pratt Street, Baltimore,
Maryland 21202. Said resident agent is a citizen of the State of Maryland who
resides there.
SIXTH: (a) The total number of shares of stock of all classes which the
Corporation has authority to issue is 520,000,000 shares of capital stock
(par value $.20 per share), amounting in aggregate par value to $104,000,000,
of which 500,000,000 shares (par value $.20 per share), amounting in
aggregate par value to $10,000,000 are classified as "Common Stock" and
20,000,000 shares (par value $.20 per share) amounting in aggregate par value
to $4,000,000 are classified as "Preferred Stock."
(b) The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the Common Stock and
the Preferred Stock of the Corporation:
2
COMMON STOCK
(1) The Common Stock shall not be subject to classification or
reclassification by the Board of Directors, and shall have the
rights and terms hereinafter specified, subject to the terms of any
other stock provided in the charter pursuant to classification or
reclassification by the Board of Directors or otherwise in
accordance with law.
(2) Subject to the provisions of Article EIGHTH, Section (3) of
the charter of the Corporation, each share of Common Stock shall
have one vote, and, except as otherwise provided in respect of any
Preferred Stock, the exclusive voting power for all purposes shall
be vested in the holders of the Common Stock.
(3) Subject to the provisions of law and any preferences of any
Preferred Stock, dividends, including dividends payable in shares
of another class of the Corporation's stock, may be paid on the
Common Stock of the Corporation at such time and in such amounts as
the Board of Directors may deem advisable.
(4) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of
the Common Stock shall be entitled, after payment or provision for
payment of the debts and other liabilities of the Corporation and
the amount to which the holders of any Preferred Stock shall be
entitled, to share ratably in the remaining net assets of the
Corporation.
PREFERRED STOCK
(5) The Board of Directors shall have authority to classify and
reclassify any unissued shares of Preferred Stock by fixing or
altering in any one or more respects from time to time before
issuance 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;
provided, that the Board of Directors shall not classify or
reclassify any of such shares into shares of the Common Stock, or
into any class or series of stock (i) which is not prior to the
Common Stock either as to dividends or upon liquidation and (ii)
which is not limited in some respect either as to dividends or upon
liquidation. Subject to the foregoing, the power of the Board of
Directors to classify and reclassify any of the shares of Preferred
Stock shall include, without limitation, subject to the provisions
of the charter, authority to classify or reclassify any unissued
shares of such stock into a class or classes of preferred stock,
preference stock, special stock or other stock, 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:
3
(a) The distinctive designation of such class or series and
the number of shares to constitute such class or series;
provided that, unless otherwise prohibited by the terms of
such or any other class or series, the number of shares of any
class or series may be decreased by the Board of Directors in
connection with any classification or reclassification of
unissued shares and the number of shares of such class or
series may be increased by the Board of Directors in
connection with any such classification or reclassification,
and any shares of any class or series which have been
redeemed, purchased, otherwise acquired or converted into
shares of Common Stock or any other class or series shall
become part of the authorized capital stock and be subject to
classification and reclassification as provided in this
Section.
(b) Whether or not and, if so, the rates, amounts and times
at which, and the conditions under which, dividends shall be
payable on shares of such class or series, whether any such
dividends shall rank senior or junior to or on a parity with
the dividends payable on any other class or series of
Preferred Stock, and the status of any such dividends as
cumulative, cumulative to a limited extent or non-cumulative
and as participating or non-participating.
(c) Whether or not 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.
(d) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times as
the Board of Directors shall determine.
(e) Whether or not shares of such class or series shall be
subject to redemption and, if so, the terms and conditions of
such redemption, including the date or dates upon or after
which they shall be redeemable and the amount per share
payable in case of redemption, which amount may vary under
different conditions and at different redemption dates; and
whether or not there shall be any sinking fund or purchase
account in respect thereof, and if so, the terms thereof.
(f) 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
4
parity with such rights of any other class or series of stock.
(g) Whether or not there shall be any limitations applicable,
while shares of such class or series are outstanding, upon the
payment of dividends or making of distributions on, or the
acquisition of, or the use of moneys for purchase or
redemption of, any stock of the Corporation, or upon any other
action of the Corporation, including action under this
Section, and, if so, the terms and conditions thereof.
(h) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares
of such class or series, not inconsistent with law and the
charter of the Corporation.
(6) For the purposes hereof and of any articles supplementary to
the charter providing for the classification or reclassification of
any shares of Preferred Stock or of any other charter document of
the Corporation (unless otherwise provided in any such articles or
document), any class or series of stock of the Corporation shall be
deemed to rank:
(a) prior to another class or series either as to dividends
or upon liquidation, if the holders of such class or series
shall be entitled to the receipt of dividends or of amounts
distributable on liquidation, dissolution or winding up, as
the case may be, in preference or priority to holders of such
other class or series;
(b) on a parity with another class or series either as to
dividends or upon liquidation, whether or not the dividend
rates, dividend payment dates or redemption or liquidation
price per share thereof be different from those of such
others, if the holders of such class or series of stock shall
be entitled to receipt of dividends or amounts distributable
upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or
redemption or liquidation prices, without preference or
priority over the holders of such other class or series; and
(c) junior to another class or series either as to dividends
or upon liquidation, if the rights of the holders of such
class or series shall be subject or subordinate to the rights
of the holders of such other class or series in respect of the
receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
SEVENTH: The number of directors of the Corporation shall be 15, which
number may be increased or decreased pursuant to the By-Laws of the
Corporation, but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland now or hereafter in force. The names of
5
the directors who will serve until the first annual meeting of stockholders
of the Corporation and until their successors are elected and qualify are as
follows:
Edward C. Bernard
James E. Halbkat, Jr.
Donald B. Hebb, Jr.
Henry H. Hopkins
James A.C. Kennedy
John H. Laporte
Richard L. Menschel
William T. Reynolds
James S. Riepe
George A. Roche
Brian C. Rogers
Robert L. Strickland
M. David Testa
Martin G. Wade
Anne Marie Whittemore
EIGHTH: The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation and of the
directors and stockholders:
(1) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized, or securities convertible into shares of its stock
of any class or classes, whether now or hereafter authorized, for such
consideration as may be deemed advisable by the Board of Directors and
without any action by the stockholders.
(2) No holder of any stock or any other securities of the Corporation,
whether now or hereafter authorized, shall have any preemptive right to
subscribe for or purchase any stock or any other securities of the
Corporation other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such other
terms as the Board of Directors, in its sole discretion, may fix; and any
stock or other securities which the Board of Directors may determine to offer
for subscription may, as the Board of Directors in its sole discretion shall
determine, be offered to the holders of any class, series or type of stock or
other securities at the time outstanding to the exclusion of the holders of
any or all other classes, series, or types of stock or other securities at
the time outstanding.
(3)(a) For purposes of this Paragraph (3), the following words have the
meanings indicated:
(i) "Affiliate", including the term "affiliated person", means a
person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, a specified person.
6
(ii) "Associate", when used to indicate a relationship with any
person, means:
(A) Any corporation or organization, other than the
Corporation or a subsidiary of the Corporation, of which such
person is an officer, director, or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class
of equity securities;
(B) Any trust or other estate in which such person has a
substantial beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity;
(C) Any relative or spouse of such person, or any relative of
such spouse, who has the same home as such person; and
(D) Any relative or spouse of such person, or any relative of
such spouse who is a director or officer of the Corporation or
any of its affiliates.
(iii) "Beneficial Owner", when used with respect to any Voting
Stock, means a person:
(A) That is the beneficial owner of Voting Stock, directly or
indirectly;
(B) The Affiliate or Associate of which is the beneficial
owner of Voting Stock, directly or indirectly;
(C) That has, or whose Affiliate or Associate has,
(I) The right to acquire Voting Stock (whether such
right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement,
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise; or
(II) The right to vote Voting Stock pursuant to any
agreement, arrangement, or understanding; or
(III) Any agreement, arrangement, or understanding for
the purpose of acquiring, holding, voting, or disposing
of Voting Stock with any other person that beneficially
owns, or whose Affiliates or Associates beneficially own,
directly or indirectly, such shares of Voting Stock;
provided, that directors, officers, and employees of the
Corporation shall not be deemed to have any such
agreement, arrangement, or understanding on the basis of
their status, or actions taken in their capacities, as
directors, officers, or employees of the Corporation or
7
any subsidiaries of the Corporation or as general or
limited partners of partnerships formed to make
investments or on the basis of their Voting Stock with
respect to management proposals.
(D) For purposes of subparagraph (a) (iii) of this Paragraph
(3), (I) the solicitation of revocable proxies and the voting
thereof by proxy holders in connection with annual or special
meetings of stockholders prior to the time the Corporation is
subject to the proxy rules under the Securities Exchange Act
of 1934 or thereafter in accordance with such proxy rules, and
(II) statements of recommendations on matters to be submitted
for stockholder approval or intentions to vote Voting Stock of
which such persons are the Beneficial Owners prior to the time
the Corporation is subject to the proxy rules under the
Securities Exchange Act of 1934 or thereafter in accordance
with such proxy rules shall not constitute agreements,
arrangements, or understandings for the purpose of acquiring,
holding, voting, or disposing of Voting Stock.
(iv) "Control", including the terms "controlling", "controlled
by", and "under common control with", means the possession,
directly or indirectly, of the power to vote or cause the direction
of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise, and the
beneficial ownership of 10% or more of the votes entitled to be
cast by a corporation's voting stock creates a presumption of
control.
(v) "Group", when used to indicate those additional persons whose
Voting Stock is Beneficially Owned by a person, shall include:
(A) the person,
(B) the Affiliates and Associates of the person; and
(C) any additional person whose stock is Beneficially Owned
by the person or an Affiliate or Associate of the person;
and shall include all persons that jointly file a statement of
beneficial ownership pursuant to Section 13(d) of the Securities
Exchange Act of 1934, irrespective of any disclaimers of beneficial
ownership.
(vi) "Voting Stock" means shares of capital stock of the
Corporation entitled to vote generally in the election of
directors.
(b) A person or Group that is the Beneficial Owner of more than 15% of
any class of Voting Stock shall have the right to vote not more than 15% of
the shares of such class, and the remaining shares Beneficially Owned by such
8
person or Group shall be deducted from the total number of shares of Voting
Stock of such class for purposes of determining the proportion of Voting
Stock required to approve a matter submitted for stockholder approval. In the
case of a Group, the votes of individual members of a Group shall be reduced
on a pro rata basis for purposes of determining which shares of such class of
Voting Stock shall be voted so that the Group shall have in the aggregate the
right to vote not more than 15% of the shares of such class of Voting Stock.
A person that is a member of more than one Group shall vote the least number
of shares of a class of voting stock that he may vote as a member of any such
Group.
(c) The operation of this Paragraph (3) shall not create any
presumptions of control for purposes of the Investment Company Act of 1940.
(4) The Board of Directors shall have power from time to time and in
its sole discretion to determine in accordance with sound accounting
practice, what constitutes annual or other net profits, earnings, surplus, or
net assets in excess of capital; to fix and vary from time to time the amount
to be reserved as working capital, or determine that retained earnings or
surplus shall remain in the hands of the Corporation; to set apart out of any
funds of the Corporation such reserve or reserves in such amount or amounts
and for such proper purpose or purposes as it shall determine and to abolish
any such reserve or any part thereof; to distribute and pay distributions or
dividends in stock, cash or other securities or property, out of surplus or
any other funds or amounts legally available therefor, at such times and to
the stockholders of record on such dates as it may, from time to time,
determine; and to determine whether and to what extent and at what times and
places and under what conditions and regulations the books, accounts and
documents of the Corporation, or any of them, shall be open to the inspection
of stockholders, except as otherwise provided by statute or by the By-Laws,
and, except as so provided, no stockholder shall have any right to inspect
any book, account, or document of the Corporation unless authorized so to do
by resolution of the Board of Directors.
(5) Notwithstanding any provision of law requiring the authorization of
any action by a greater proportion than a majority of the total number of
shares of all classes of capital stock, such action shall be valid and
effective if authorized by the affirmative vote of the holders of a majority
of the total number of shares of all classes outstanding and entitled to vote
thereon, except that the affirmative vote of the holders of two-thirds of the
total number of shares of all classes outstanding and entitled to vote
thereon shall be required to amend, repeal, or adopt any provision
inconsistent with Article EIGHTH, Section (3).
(6) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or hereafter
in force, including the advance of expenses under the procedures provided by
such laws; (b) its officers to the same extent it shall indemnify its
directors; and (c) its officers who are not directors to such further extent
as shall be authorized by the Board of Directors and be consistent with law.
The foregoing shall not limit the authority of the Corporation to indemnify
9
other employees and agents consistent with law.
(7) To the fullest extent permitted by Maryland statutory or decisional
law, as amended or interpreted, no director or officer of this Corporation
shall be personally liable to the Corporation or its stockholders for money
damages. No amendment of the charter of the Corporation or repeal of any of
its provisions shall limit or eliminate the benefits provided to directors
and officers under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.
(8) The Corporation reserves the right from time to time to make any
amendments of its charter which may now or hereafter be authorized by law,
including any amendments changing the terms or contract rights, as expressly
set forth in its charter, of any of its outstanding stock by classification,
reclassification, or otherwise, but no such amendment which changes such
terms or contract rights of any of its outstanding stock shall be valid
unless such amendment shall have been authorized by not less than a majority
of the aggregate number of the votes entitled to be cast thereon. by a vote
at a meeting or in writing with or without a meeting.
The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted
by reference to or inference from the terms of any other clause of this or
any other Article of the charter of the Corporation, or construed as or
deemed by inference or otherwise in any manner to exclude or limit any powers
conferred upon the Board of Directors under the General Laws of the State of
Maryland now or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation, acknowledging
the same to be my act, on February 4, 2000.
/s/ Robye Shaw Margolius