Certificate of Incorporation - American International Group Inc.
RESTATED CERTIFICATE OF INCORPORATION
of
AMERICAN INTERNATIONAL GROUP, INC.
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American International Group, Inc. (the "Company"), a corporation which
is organized and existing under and by virtue of the General Corporation Law of
the State of Delaware and which was originally incorporated under such law as
"American International Enterprises, Inc." on June 9, 1967, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company resolutions
were duly adopted setting forth a proposed Restated Certificate of
Incorporation of said Company, declaring the restatement and amendment of the
Restated Certificate of Incorporation of said Company to be advisable and
directing that the amendment proposed be considered at the next annual meeting
of the stockholders of said Company. The resolution setting forth the
restatement is as follows:
R E S O L V E D
That the Certificate of Incorporation of AMERICAN INTERNATIONAL GROUP,
INC. (the "Company") is restated and amended so that as restated and amended
it will read in its entirety as follows:
"ARTICLE ONE.
Name.
The name of the Company is AMERICAN INTERNATIONAL GROUP, INC.
ARTICLE TWO.
Registered Office and Registered Agent.
Its principal office is to be located in the City of Dover, in The
County of Kent, in the State of Delaware. The name of its resident agent is the
UNITED STATES CORPORATION COMPANY, whose address is 32 Loockerman Square, Suite
L-100 in said City.
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ARTICLE THREE.
Corporate Purposes and Powers.
The nature of the business or purposes to be conducted or promoted by
the Company is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware, including, but
not limited to, the business of insurance agent, broker or adjuster.
ARTICLE FOUR.
Capital Stock
The total number of shares of all classes of stock which the Company
shall have authority to issue is 1,006,000,000, of which 6,000,000 shares are
to be Serial Preferred Stock, par value $5.00 per share (hereinafter called the
"Serial Preferred Stock") and 1,000,000,000 shares are to be Common Stock, par
value $2.50 per share (hereinafter called the "Common Stock").
The voting powers, designations, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, of the Serial Preferred Stock and the
Common Stock, in addition to those set forth elsewhere herein, are as follows:
(1) The Serial Preferred Stock may be issued from time to time by the
Board of Directors, as shares of one or more series of Serial Preferred Stock,
and, subject to subdivisions (2) through (6) of this Article Four, the Board of
Directors or a duly authorized committee thereof is expressly authorized, prior
to issuance, in the resolution or resolutions providing for the issue of shares
of each particular series, to fix the relative rights, preferences or
limitations of the shares of the series, including but not limited to the
following:
(a) The distinctive serial designation of such series which
shall distinguish it from other series:
(b) The number of shares included in such series, which number
may be increased or decreased from time to time unless otherwise
provided in the resolutions creating the series;
(c) The dividend rate or rates (or method of determining such
rate or rates) for shares of such series and the date or dates (or the
method of determining such date or dates) upon which such dividends
shall be payable;
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(d) Whether dividends on the shares of such series shall be
cumulative, and, in the case of shares of any series having cumulative
dividend rights, the date or dates or method of determining the date
or dates from which dividends on the shares of such series shall be
cumulative;
(e) The amount or amounts which shall be paid out of the assets
of the Company to the holders of the shares of such series upon
voluntary or involuntary liquidation, dissolution or winding up of
the Company;
(f) The price or prices at which, the period or periods within
which and the terms and conditions upon which the shares of such
series may be redeemed or exchanged, in whole or in part;
(g) The obligation, if any, of the Company to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise
and the price or prices at which, the period or periods within which
and the terms and conditions upon which the shares of such series
shall be redeemed, in whole or in part, pursuant to such obligation;
(h) The period or periods within which and the terms and
conditions, if any, including the price or prices or the rate or rates
of conversion and the terms and conditions of any adjustments thereof,
upon which the shares of such series shall be convertible at the
option of the holder into shares of any other class of stock or into
shares of any other series of Serial Preferred Stock, except into
shares of a class having rights or preferences as to dividends or
distribution of assets upon liquidation which are prior or superior
in rank to those of the shares being converted;
(i) The voting rights, if any, of the shares of such series in
addition to those required by law, including the number of votes per
share and any requirement for the approval by the holders of up to
66 2/3% of all Serial Preferred Stock, or of the shares of one or more
series, or of both, as a condition to specified corporate action or
amendments to the Restated Certificate of Incorporation; and
(j) Any other relative rights, preferences or limitations of
the shares of the series not inconsistent herewith or with applicable
law.
(2) All Serial Preferred Stock (a) shall rank senior to the Common
Stock in respect of the right to receive dividends and the right to receive
payments out of the assets of the Company upon voluntary or involuntary
liquidation, dissolution or winding up of the Company and (b) shall be of equal
rank with all other shares of the Serial Preferred Stock as to the right to
receive dividends and
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the right to receive payments out of the assets of the Company upon voluntary
or involuntary liquidation, dissolution or winding up of the Company.
(3) No dividend shall be paid upon, or declared or set apart for, any
share of Serial Preferred Stock or any other share of preferred stock ranking
on a parity with the Serial Preferred Stock as to dividends unless at the same
time a like proportionate dividend, ratably in proportion to the respective
dividend rates fixed therefor, shall be paid upon, or
declared and set apart for, all shares of Serial Preferred Stock and preferred
stock of all series ranking on a parity as to dividends then issued and
outstanding and on which dividends are accrued and payable for all dividend
periods terminating on or prior to the dividend payment date.
(4) In no event, so long as any shares of Serial Preferred Stock shall
be outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any junior stock, nor shall
any shares of any junior stock be purchased, redeemed or otherwise acquired for
value by the Company, unless all dividends on the Serial Preferred Stock of all
series and any series of preferred stock ranking on a parity with the Serial
Preferred Stock as to dividends for all past dividend periods and for the then
current period shall have been paid or declared and a sum sufficient for the
payment thereof set apart, and unless the Company shall not be in default with
respect to any of its obligations with respect to any past period with respect
to any sinking fund for any series of Serial Preferred Stock and preferred
stock ranking on a parity with the Serial Preferred Stock as to dividends.
The foregoing provisions of this sub-division (4) shall not, however, apply to
a dividend payable on any junior stock, or to the acquisition of shares of any
junior stock in exchange for, or through application of the proceeds of the
sale of, shares of any other junior stock.
(5)In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company, then, before any
distribution or payment shall be made to the holders of any junior stock, the
holders of the Serial Preferred Stock and any shares of preferred stock ranking
on a parity therewith as to liquidation shall be entitled to be paid in full
the respective amounts of the liquidation preferences thereof, which in the
case of Serial Preferred Stock shall be the amounts fixed in accordance with
the provisions of subdivision (1) of this Article Four, together with accrued
dividends to such distribution or payment date whether or not earned or
declared. If such payment shall have been made in full to the holders of the
Serial Preferred Stock and any series of preferred stock ranking on a parity
therewith as to liquidation, the remaining assets and funds of the Company
shall be distributed among the holders of the junior stock, according to their
respective rights and preferences and in each case according
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to their respective shares. If, upon any liquidation, dissolution or winding up
of the affairs of the Company, the amounts so payable are not paid in full to
the holders of all outstanding shares of Serial Preferred Stock and any series
of preferred stock ranking on a parity therewith as to liquidation, the holders
of all series of Serial Preferred Stock and any series of preferred stock
ranking on a parity therewith as to liquidation shall share ratably in any
distribution of assets in proportion to the full amounts to which they would
otherwise be respectively entitled. Neither the consolidation or merger of the
Company, nor the sale, lease or conveyance of all or a part of its assets,
shall be deemed a liquidation, dissolution or winding up of the affairs of the
Company within the meaning of the foregoing provisions of this subdivision (5).
(6) No holder of Serial Preferred Stock shall be entitled as a matter
of right to subscribe for or purchase, or have any preemptive right with
respect to, any part of any new or additional issue of stock of any class
whatsoever, or of securities convertible into any stock of any class
whatsoever, whether now or hereafter authorized and whether issued for cash or
other consideration or by way of dividend.
(7) As used herein with respect to the Serial Preferred Stock or in any
resolution adopted by the Board of Directors providing for the issue of any
particular series of the Serial Preferred Stock as authorized by subdivision
(1) of this Article Four, the following terms shall have the following
meanings:
(a) The term "junior stock" shall mean the Common Stock and any
other class of stock of the Company hereafter authorized over which the
Serial Preferred Stock has preference or priority in the payment of
dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Company.
(b) The term "sinking fund" shall mean any fund or requirement
for the periodic requirement for the periodic retirement of shares.
(c) The term "accrued dividend", with respect to any share of
any series, shall mean an amount computed at the annual dividend rate
for the series of which the particular share is a part, from the
date on which dividends on such share is a part, from the date on which
dividends on such share became cumulative to and including the date to
which such dividends are to be accrued, less the aggregate amount of
all dividends theretofore paid thereon.
(8) No holder of any share or shares of stock of the Company shall
be entitled as of right to subscribe for, purchase or receive any shares of
stock of any class or any other securities which the Company may issue, whether
now or hereafter authorized, and whether such stock or securities be issued for
money or for a consideration
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other than money or by way of a dividend and all such shares of stock or other
securities may be issued or disposed of by the Board of Directors to such
persons, firms, corporations, and associations and on such terms as it, in its
absolute discretion, may deem advisable, without offering to stockholders then
of record or any class of stockholders any thereof upon the same terms or upon
any terms.
(9) The holders of the shares of Common Stock will be entitled to one
vote per share of such stock on all matters except as herein or by statute
otherwise provided.
ARTICLE FIVE.
Minimum Capital.
The minimum amount of capital with which the Company will commence
business is $1,000.
ARTICLE SIX.
Corporate Existence.
The Company is to have perpetual existence.
ARTICLE SEVEN.
Liability of Holders of Capital Stock
for Corporate Debts.
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
ARTICLE EIGHT.
Powers of Board of Directors; Meetings;
Corporate Books; Etc.
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Company, and for further
definition, limitation and regulation of the powers of the Company and of its
directors and stockholders:
(1) Subject to the provisions of subdivision (6) of Article Four
hereof, the number of directors of the Company shall be such as from time to
time shall be fixed by, or in the manner provided in the By-Laws. Election of
directors need not be by ballot unless the By-Laws so provide.
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(2) The Board of Directors shall have power:
(a) Without the assent or vote of the stockholders, to make,
alter, amend, change, add to, or repeal the By-Laws of the
Company; to fix any vary the amount to be reserved for any proper
purpose and to abolish any such reserve in the manner in which
it was created; to authorize and cause to be executed mortgages
and liens upon any part of the property of the Company provided
it be less than substantially all; to determine the use and
disposition of any surplus or net profits and to fix the times
for the declaration and payment of dividends.
(b) To determine from time to time whether, and to what
extent, and at what times and places, and under what conditions
and regulations, the accounts and books of the Company (other
than the stock ledger) or any of them, shall be open to the
inspection of the stockholders.
(c) By resolution passed by a majority of the whole board,
to designate one or more committees, each committee to consist
of two or more of the directors of the Company, which, to the extent
provided in the resolution or in the By-Laws of the Company, shall
have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Company, and may
authorize the seal of the Company to be affixed to all papers which
may require it. Such committee or committees shall have such name
or names as may be stated in the By-Laws of the Company or as may
be determined from time to time by resolution adopted by the Board
of Directors.
(d) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having
voting power given at a stockholders' meeting duly called for that
purpose, or when authorized by the written consent of the holders of
a majority of the voting stock issued and outstanding, to sell, lease
or exchange all of the property and assets of the Company, including
its good will and its corporate franchises, upon such terms and conditions
and for such consideration, which may be in whole or in part shares of
stock in, and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient and
for the best interests of the Company.
(3) The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders
or at any meeting or the stockholders called for the purpose of
considering any such act or contract, and any contract or act that shall
be approved or be ratified by the vote of the holders of a majority of
the stock of the Company which is represented in person or by proxy
at such meeting and entitled to
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vote thereat (provided that a lawful quorum of stockholders be there
represented in person or by proxy) shall be as valid and as binding upon the
Company and upon all the stockholders, as though it had been approved or
ratified by every stockholder of the Company, whether or not the contract or
act would otherwise be open to legal attack because of directors' interest, or
for any other reason.
(4) The stockholders and directors shall have power to hold their
meetings if the By-Laws so provide and (except as the laws of the State of
Delaware shall otherwise provide) keep the books, documents and papers of the
Company, outside of the State of Delaware, and to have one or more offices
within or without the State of Delaware, at such places as may be from time to
time designated by the By-Laws or by resolution of the stockholders or
directors, except as otherwise required by the laws of Delaware.
(5) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Company; subject, nevertheless, to the provisions of the statutes
of Delaware, of this certificate, and to any By-Laws from time to time made by
the stockholders; provided, however, that no By-Laws so made shall invalidate
any prior act of the directors which would have been valid if such By-Laws had
not been made.
ARTICLE NINE.
Transactions with Directors.
No contract or other transaction between the Company and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Company, and no act of the Company shall
in any way be affected or invalidated by the fact that any of the directors of
the Company are financially 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 financially
or otherwise interested in, any contract or transaction of the Company,
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; and
any director of the Company who is also a director or officer of such other
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the Company
which 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.
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ARTICLE TEN.
Indemnification of Directors and Officers.
The Company shall indemnify to the full extent permitted by law any
person made, or threatened to be made, a party to an action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the
fact that he, his testator or intestate is or was a director, officer or
employee of the Company or serves or served any other enterprise at the request
of the Company.
ARTICLE ELEVEN.
Reservation of Right to Amend
Certificate of Incorporation.
The Company 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 law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.
ARTICLE TWELVE.
No director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such an exemption from liability or limitation thereof is
not permitted under the Delaware General Corporation Law as presently in effect
or as the same may hereafter be amended. No amendment to or repeal of these
provisions shall apply to or have any effect on the liability or alleged
liability of any director of the Company for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal."
SECOND: That, pursuant to resolution of its Board of Directors, the
annual meeting of the stockholders of said Company was duly called and held, at
which meeting the necessary number of shares as required by statute were voted
in favor of the aforesaid amendment.
THIRD: That said restatement and amendment was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
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FOURTH: That the capital of said Company will not be reduced under or
by reason of said restatement and amendment.
IN WITNESS WHEREOF, said AMERICAN INTERNATIONAL GROUP, INC. has caused
its corporate seal to be hereunto affixed and this Certificate to be signed by
Edward E. Matthews, its Vice Chairman, and Kathleen E. Shannon, its Secretary
this 2nd day of June, 1995.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Edward E. Matthews
_______________________________
Vice Chairman
By /s/ Kathleen E. Shannon
_______________________________
Secretary
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STATE OF NEW YORK }
} ss.:
COUNTY OF NEW YORK }
BE IT REMEMBERED that on this 2nd day of June, 1995, personally came
before me, a Notary Public in and for the County and State aforesaid, Edward E.
Matthews, Vice Chairman of American International Group, Inc., (the
"Company"), a corporation of the State of Delaware, the Company described in
and which executed the foregoing certificate, known to me personally to be
such, and he, the said Edward E. Matthews as such Vice Chairman, duly executed
said certificate before me and acknowledged the said certificate to be his act
and deed and the act, and deed of said Company; that the signature of the said
Vice Chairman and of the Secretary of said Company to said certificate are in
the handwriting of the said Vice Chairman and Secretary of said Company,
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said Company, and that the facts stated therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Patrick R. McAuliffe
______________________________________
Notary Public
PATRICK R. MCAULIFFE
NOTARY PUBLIC, State of New York
No. 30-4862118
Qualified in Nassau County
Commission Expire June 23, 1996
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