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EX-3.1
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ex3-1.txt
RESTATED CERTIFICATE OF INCORPORATION OF SEABOARD CORPORATION
RESTATED CERTIFICATE OF INCORPORATION
OF
SEABOARD CORPORATION
It is hereby certified:
FIRST: 1. The present name of the corporation
(hereinafter called the "Corporation") is SEABOARD CORPORATION.
2. The name under which the Corporation was
originally incorporated is HATHAWAY BAKERIES, INC., and the date
of filing the original Certificate of Incorporation of the
Corporation with the Secretary of State of the State of Delaware
is July 24, 1946.
SECOND: The provisions of the Certificate of Incorporation
of the Corporation, as heretofore amended and/or supplemented,
hereby are further amended and hereby are restated and integrated
into the single instrument which is hereinafter set forth, and
which is entitled "Restated Certificate of Incorporation of
Seaboard Corporation."
THIRD: The Board of Directors of the Corporation
proposed, and the Stockholders of the Corporation adopted, this
Restated Certificate of Incorporation pursuant to the provisions
of Sections 242 and 245 of the General Corporation Law of the
State of Delaware in the form set forth as follows:
1. The present name of the corporation
(hereinafter called the "Corporation") is SEABOARD CORPORATION.
2. The name and address of the Corporation's
registered agent is Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.
3. The purpose of the Corporation is to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares which the
Corporation shall have authority to issue is one million two
hundred fifty thousand (1,250,000) shares of common stock of
the par value of $1 per share.
5. In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors is authorized
to adopt, amend or repeal the By-Laws of the Corporation.
6. To the fullest extent permitted by applicable
law, the Corporation shall indemnify and reimburse each Director
and officer of the Corporation, and each person who is or was
serving at the request of the Corporation as a director or
officer of another corporation partnership, joint venture, trust,
limited liability company or other enterprise, for and against
all liabilities and expenses imposed upon or reasonably incurred
by him or her in connection with any action, suit or proceeding
which he or she may be involved or with which he or she may be
threatened by reason of his or her being or having been a
Director or officer of the Corporation or of his or her being or
having been a director or officer of another corporation,
partnership, joint venture, trust, limited liability company or
other enterprise at the request of the Corporation. The right of
indemnification and reimbursement of each such person shall
continue whether or not he or she continues to be such Director
or officer at the time such liabilities or expenses are imposed
upon or incurred by him or her and shall include, without being
limited to, attorneys' fees, court costs, judgments and
compromise settlements. The right of reimbursement for
liabilities and expenses so imposed or incurred shall include the
right to receive such reimbursement in advance of the final
disposition of any such action, suit or proceeding upon the
Corporation's receipt of an undertaking by or on behalf of such
Director or officer to repay such amount if it shall be
ultimately determined that he or she is not entitled to be
indemnified by the Corporation pursuant to law or this paragraph.
Notwithstanding the foregoing, the
Corporation shall be required to indemnify a person otherwise
entitled to indemnification under this Certificate of
Incorporation in connection with a proceeding (or part thereof)
commenced by such person only if the commencement of such
proceeding (or part thereof) by such person was authorized in
advance by the Board of Directors.
The rights of indemnification and
reimbursement hereby provided shall not be exclusive of other
rights to which any Director or officer may be entitled. As used
in this article the terms "Director" and "officer" shall include
their respective heirs, executors and administrators.
7. Meetings of stockholders may be held without
the State of Delaware if the By-Laws so provide. The books of
the Corporation may be kept (subject to any provision contained
in the statutes) outside of the State of Delaware at such place
or places as may be from time to time designated by the Board
of Directors or in the By-Laws of the Corporation. Elections of
Directors need not be by ballot unless the By-Laws shall
otherwise provide.
8. 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.
Notwithstanding the foregoing sentence, a Director shall be
liable to the extent provided by applicable law (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. Neither the
amendment nor repeal of this article, nor the adoption of any
provision of the Certificate of Incorporation inconsistent with
this article shall eliminate or
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reduce the effect of this article in respect of any matter
occurring, or any cause of action, suit or claim that, but for
the article, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.
9. 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, said Seaboard Corporation has caused
this Certificate to be signed by Steven J. Bresky, its President,
and attested by David M. Becker, its Secretary, this 4th day of
May, 2009.
SEABOARD CORPORATION
By: /s/ Steven J. Bresky
Steven J. Bresky, President
Attest:
/s/ David M. Becker
David M. Becker, Secretary
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