AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DELTIC TIMBER CORPORATION
* * * * *
Deltic Timber Corporation, a corporation organized and existing
under the laws of the State of Delaware (the 'Corporation'), hereby certifies
as follows:
1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on September 4,
1996.
2. This Amended and Restated Certificate of Incorporation has
been duly adopted and proposed to the sole stockholder of the Corporation by
the Board of Directors of the Corporation, and has been approved and adopted
by the sole stockholder of the Corporation, in accordance with Sections 242
and 245 of the General Corporation Law of the State of Delaware.
3. Pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
Certificate of Incorporation of the Corporation.
4. The text of the Certificate of Incorporation is hereby
restated and further amended to read in its entirety as hereinafter set forth:
FIRST: The name of the Corporation is Deltic Timber Corporation.
SECOND: The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
THIRD: 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 the State of Delaware as the same exists or may hereafter
be amended ('Delaware Law').
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 70,000,000, consisting of 50,000,000 shares
of Common Stock, par value $.01 per share (the 'Common Stock'), and 20,000,000
shares of Preferred Stock, par value $.01 per share (the 'Preferred Stock').
The Board of Directors is hereby empowered to authorize by
resolution or resolutions from time to time the issuance of one or more
classes or series of Preferred Stock and to fix the designations, powers,
preferences and relative, participating, optional or other rights, if any, and
the qualifications, limitations or restrictions thereof, if any, with respect
to each such class or series of Preferred Stock and the number of shares
constituting each such class or series, and to increase or decrease the number
of shares of any such class or series to the extent permitted by Delaware Law.
FIFTH: (a) The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors consisting of not
less than six nor more than twelve directors, the exact number of directors to
be determined from time to time solely by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors.
(b) The directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may
be possible, of one-third of the total number of directors constituting the
entire Board of Directors. Each director shall serve for a term ending on the
date of the third annual meeting of stockholders next following the annual
meeting at which such director was elected, provided that directors initially
designated as Class I directors shall serve for a term ending on the date of
the 1997 annual meeting, directors initially designated as Class II directors
shall serve for a term ending on the date of the 1998 annual meeting, and
directors initially designated as Class III directors shall serve for a term
ending on the date of the 1999 annual meeting. Notwithstanding the foregoing,
each director shall hold office until such director's successor shall have
been duly elected and qualified or until such director's earlier death,
resignation or removal. In the event of any change in the number of directors,
the Board of Directors shall apportion any newly created directorships among,
or reduce the number of directorships in, such class or classes as shall
equalize, as nearly as possible, the number of directors in each class. In no
event will a decrease in the number of directors shorten the term of any
incumbent director.
(c) There shall be no cumulative voting in the election of
directors. Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
(d) Vacancies on the Board of Directors resulting from death,
resignation, removal or otherwise and newly created directorships resulting
from any increase in the number of directors may be filled solely by a
majority of the directors then in office (although less than a quorum) or by
the sole remaining director. Each director so elected shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.
(e) No director may be removed from office by the stockholders
except for cause with the affirmative vote of the holders of not less than a
majority of the total voting power of all outstanding securities of the
Corporation then entitled to vote generally in the election of directors,
voting together as a single class.
(f) Notwithstanding the foregoing, whenever the holders of one or
more classes or series of Preferred Stock shall have the right, voting
separately as a class or series, to elect directors, the election, term of
office, filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to ARTICLE FOURTH applicable thereto, and such
directors so elected shall not be subject to the provisions of this ARTICLE
FIFTH unless otherwise provided therein.
SIXTH: The Board of Directors shall have the power to adopt,
amend or repeal the bylaws of the Corporation.
The stockholders may adopt, amend or repeal the bylaws only with
the affirmative vote of the holders of not less than 80% of the total voting
power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.
SEVENTH: Any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken only upon the vote of
stockholders at an annual or special meeting duly noticed and called in
accordance with Delaware Law and may not be taken by written consent of
stockholders without a meeting.
EIGHTH: Special meetings of the stockholders may be called by the
Board of Directors or the Chairman of the Board of Directors of the
Corporation and may not be called by any other person. Notwithstanding the
foregoing, whenever holders of one or more classes or series of Preferred
Stock shall have the right, voting separately as a class or series, to elect
directors, such holders may call, pursuant to the terms of the resolution or
resolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH,
special meetings of holders of such Preferred Stock.
NINTH: (1) A director of the Corporation shall, to the fullest
extent permitted by Delaware Law, not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
(2)(a) Each person (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or
is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless by the Corporation to the fullest
extent permitted by Delaware Law. The right to indemnification conferred in
this ARTICLE NINTH shall also include the right to be paid by the Corporation
the expenses incurred in connection with any such proceeding in advance of its
final disposition to the fullest extent authorized by Delaware Law. The right
to indemnification conferred in this ARTICLE NINTH shall be a contract right.
(b) The Corporation may, by action of its Board of Directors,
provide indemnification to such of the employees and agents of the Corporation
to such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss incurred by such person in any such capacity or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under Delaware Law.
(4) The rights and authority conferred in this ARTICLE NINTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
(5) Neither the amendment nor repeal of this ARTICLE NINTH, nor
the adoption of any provision of this Certificate of Incorporation or the
bylaws of the Corporation, nor, to the fullest extent permitted by Delaware
Law, any modification of law, shall eliminate or reduce the effect of this
ARTICLE NINTH in respect of any acts or omissions occurring prior to such
amendment, repeal, adoption or modification.
TENTH: The Corporation reserves the right to amend this
Certificate of Incorporation in any manner permitted by the Delaware Law and
all rights and powers conferred upon stockholders, directors and officers
herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in ARTICLE FIFTH through ARTICLE TENTH,
inclusive, may not be repealed or amended in any respect, and no other
provision may be adopted, amended or repealed which would have the effect of
modifying or permitting the circumvention of the provisions set forth in
ARTICLE FIFTH through ARTICLE TENTH, inclusive, unless such action is approved
by the affirmative vote of the holders of not less than 80% of the total
voting power of all outstanding securities of the Corporation then entitled to
vote generally in the election of directors, voting together as a single class.
IN WITNESS WHEREOF, Deltic Timber Corporation has caused this
Amended and Restated Certificate of Incorporation to be signed by its
President and attested to by its Secretary this ___ day of __________, 1996.
By:__________________________
Name:
Title: President
ATTEST:__________________
Name:
Title: Secretary
Certificate of Incorporation - Deltic Timber Corp.
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