\nR. A. Bloch 6501 Overbrook, Kansas City, Mo. 10
\nHenry W. Bloch 2026 W. 63rd St., Kansas City, Mo. 9
\nL. E. Bloch, Jr. 414 W. 58th St., Kansas City, Mo. 1
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n ARTICLE SIX<\/p>\n
(A) Number of Directors. The number of directors to constitute the
\nBoard of Directors shall be not less than nine nor more than fifteen, the exact
\nnumber to be fixed by a resolution adopted by the affirmative vote of a majority
\nof the whole Board, but to be twelve until otherwise determined. Any change in
\nthe number of directors, as provided herein, shall be reported to the Secretary
\nof State of Missouri within 30 calendar days of such change.<\/p>\n
(B) Classification of Directors. At the annual meeting of the
\nshareholders of the corporation in 1983, the directors of the corporation shall
\nbe divided into three classes: Class I, Class II and Class III. Membership in
\nsuch classes shall be as nearly equal as possible and any increase or decrease
\nin the number of directors shall be apportioned by the Board of Directors among
\nthe classes to maintain the number of directors as nearly as equal as possible.
\nThe initial Class I directors shall hold office until the annual meeting of
\nshareholders of the corporation in 1984, the initial Class II directors shall
\nhold office until the annual meeting of shareholders of the corporation in 1985,
\nand the initial Class III directors shall hold office until the annual meeting
\nof shareholders of the corporation in 1986 or, in each case, until their
\nsuccessors are elected and qualified and subject to prior death, resignation,
\nretirement or removal from office. Beginning in 1984, at each annual meeting of
\nshareholders the directors elected to succeed those whose terms then expire
\nshall belong to the same class as the directors they succeed and shall hold
\noffice until the third succeeding annual meeting of shareholders<\/p>\n
or until their successors are elected and qualified and subject to the prior
\ndeath, resignation, retirement or removal from office of a director. No decrease
\nin the number of directors constituting the Board of Directors shall reduce the
\nterm of any incumbent director.<\/p>\n
Whenever the holders of any one or more classes or series of
\nPreferred Stock of the corporation shall have the right to elect directors, the
\nelection, term of office, filling of vacancies and other terms of such
\ndirectorships shall be governed by the provisions of these Article of
\nIncorporation applicable to such Preferred Stock and such directors shall be
\ndivided into classes pursuant to this Article Six unless expressly provided or
\ndetermined as provided elsewhere in these Articles of Incorporation.<\/p>\n
(C) Vacancies. Newly created directorships resulting from an
\nincrease in the number of directors and any vacancies on the Board of Directors
\nresulting from any cause shall be filled by a majority of the Board of Directors
\nthen in office, although less than a quorum, or by a sole remaining director.
\nAny director elected to fill a vacancy not resulting from an increase in the
\nnumber of directors shall have the same remaining term as his or her
\npredecessor.<\/p>\n
(D) Removal of Directors. The entire Board of Directors of the
\ncorporation may be removed at any time but only by the affirmative vote of the
\nholders of 80% or more of the outstanding shares of each class of stock of the
\ncorporation entitled to elect one or more directors at a meeting of the
\nshareholders called for such purpose.<\/p>\n
(E) Bylaws. The Board of Directors shall have the power to make,
\nalter, amend, change, add to or repeal the Bylaws of the corporation.<\/p>\n
ARTICLE SEVEN<\/p>\n
The duration of the corporation is perpetual.<\/p>\n
ARTICLE EIGHT<\/p>\n
The purposes for which the corporation is formed are as follows:<\/p>\n
(1) To perform bookkeeping services, including the preparation of
\n books of account, balance sheets and profit and loss statements,
\n to render tax services, including the preparation of tax
\n returns, and to perform any and all other services directly or
\n indirectly related thereto.<\/p>\n
(2) To purchase, lease or otherwise acquire, hold, own, improve,
\n develop, sell, mortgage, pledge and otherwise deal in and with
\n real and personal property of every kind and description in the
\n United States of America, and in any territory, colony,
\n dependency or district thereof, and in any foreign country or
\n countries to the extent that the same may be lawfully
\n permissible.<\/p>\n
(3) To buy, sell, utilize, lease, rent, import, export, manufacture,
\n produce, design, prepare, assemble, fabricate, distribute and
\n otherwise deal in, either at wholesale or retail, or both,
\n either as principal, agent or on commission, all commodities,
\n goods, wares, merchandise, machinery, tools, devices, apparatus,
\n equipment and all other personal property, whether tangible or
\n intangible, of every kind and description.<\/p>\n
(4) To buy, purchase, manufacture, assemble, distribute, lease
\n (either as lessor or lessee), acquire, sell or in any manner
\n dispose of, import, export, use, operate, rent, hire, mortgage,
\n furnish, grant the use of, repair and generally deal in all
\n kinds of construction, building and engineering equipment,
\n including, but not limited to, bulldozers, castings, cranes,
\n compressors, concrete mixers, drag lines, dump wagons, earth
\n moving machinery and equipment, plows, pumps, road machines,
\n road rollers, scrapes, shovels, tractors, trucks and automobile
\n equipment, and in general all kinds of machinery, appliances,
\n devices, implements, tools, fixtures, instruments, supplies,
\n materials, and property of every kind and description, usable or
\n adaptable for use by contractors and civil engineers.<\/p>\n
(5) To apply for, obtain, purchase, lease, take licenses in respect
\n of or otherwise acquire, and to hold, own, use, operate, enjoy,
\n turn to account, grant licenses in respect of, manufacture
\n under, introduce, sell, assign, mortgage, pledge or otherwise
\n dispose of:<\/p>\n
a.Any and all inventions, devices and processes and any
\n improvements and modifications thereof;<\/p>\n
b.Any and all letters patent of the United States or of any
\n other country, state or locality, and all rights connected
\n therewith or appertaining thereto;<\/p>\n
c.Any and all copyrights granted by the United States or any
\n other country, state or locality as aforesaid;<\/p>\n
d.Any and all trade-marks, trade names, trade symbols and
\n other indications of origin and ownership granted by or
\n recognized under the laws of the United States or of any
\n other country, state or locality as aforesaid; and to
\n conduct and carry on its business in any or all of its
\n various branches under any trade name or trade names.<\/p>\n
(6) To engage in, carry on and conduct research, experiments,
\ninvestigations, analyses, studies and laboratory work, for the purpose of
\ndiscovering new products or to improve products, articles and things and to
\nacquire, own, operate, maintain and dispose of, whenever the corporation deems
\nsuch action desirable, laboratories and similar<\/p>\n
facilities, plants and any and all other establishments, and to procure, own and
\nhold all necessary equipment in respect thereof, for the purposes aforesaid.<\/p>\n
(7) To enter into any lawful contract or contracts with persons,
\nfirms, corporations or other entities, governments or any agencies or
\nsubdivisions thereof, including guaranteeing the obligations of any person,
\nfirm, or corporation or other entity.<\/p>\n
(8) To purchase and acquire, as a going concern or otherwise, and to
\ncarry on, maintain and operate all or any part of the property or business of
\nany corporation, firm, association, entity, syndicate, or person whatsoever,
\ndeemed to be of benefit to the corporation, or of use in any manner in
\nconnection with any of its objects or purposes; and to acquire, own, hold and
\nuse and dispose of, upon such terms as may seem advisable to the corporation,
\nany and all property, real, personal or mixed, and any interest therein deemed
\nnecessary, useful or of benefit to the corporation in any manner in connection
\nwith any of its objects or purposes.<\/p>\n
(9) To purchase or otherwise acquire, hold, sell, pledge, reissue,
\ntransfer or otherwise deal in shares of the corporation’s own stock, provided
\nthat it shall not use its funds or property for the purchase of its own shares
\nof stock when such use would be in any manner prohibited by law, by the articles
\nof incorporation or by the bylaws of the corporation; and, provided further,
\nthat shares of its own stock belonging to it shall not be voted upon directly or
\nindirectly.<\/p>\n
(10) To invest, lend and deal with moneys of the corporation in any
\nlawful manner, and to acquire by purchase, by the exchange of stock or other
\nsecurities of the corporation, by subscription or otherwise and to invest in, to
\nhold for investment or for any other purpose, and to deal in and use, sell,
\npledge, or otherwise dispose of, and in general to deal in any interest
\nconcerning or enter into any transaction with respect to (including “long” and
\n“short” sales of) any stocks, bonds, notes, debentures, certificates, receipts
\nand other securities and obligations of any government, state, municipality,
\ncorporation, association or other entity, including individuals and partnerships
\nand, while owner thereof, to exercise all of the rights, powers and privileges
\nof ownership, including, among other things, the right to vote thereon for any
\nand all purposes and to give consent with respect thereto.<\/p>\n
(11) To borrow or raise money for any purpose of the corporation and
\nto secure the same and the interest accruing on any such loan, indebtedness or
\nobligation of the corporation, and for that or any other purposes to mortgage,
\npledge, hypothecate or charge all or any part of the present or hereafter
\nacquired property, rights and franchises of the corporation, real, personal,
\nmixed or of any character whatever, subject only to limitations specifically
\nimposed by law.<\/p>\n
(12) To do any or all of the things hereinabove enumerated alone for
\nits own account, or for the account of others, or as the agent for others, or in
\nassociation with others or by or through others, and to enter into all lawful
\ncontracts and undertakings in respect thereof.<\/p>\n
(13) To have one or more offices, to conduct its business, carry on
\nits operations and promote its objects within and without the State of Missouri,
\nin other states, the District of Columbia, the territories, colonies and
\ndependencies of the United States and in foreign countries, without restriction
\nas to place, manner or amount, but subject to the laws of such state, district,
\nterritory, colony, dependency or country; and to do any or all of the things
\nherein set forth to the same extent as natural persons might or could do and in
\nany part of the world, either alone or in company with others.<\/p>\n
(14) In general, to carry on any other business in connection with
\neach and all of the foregoing or incidental thereto, and to carry on, transact
\nand engage in any and every lawful business or other lawful thing calculated to
\nbe of gain, profit or benefit to the corporation as fully and freely as a
\nnatural person might do, to the extent and in the manner, anywhere within or
\nwithout the State of Missouri, as it may from time to time determine; and to
\nhave and exercise each and all of the powers and privileges, either direct or
\nincidental, which are given and provided by or are available under the laws of
\nthe State of Missouri in respect of private corporations organized for profit
\nthereunder; provided, however, that the corporation shall not engage in any
\nactivity for which a corporation may not be formed under the laws of the State
\nof Missouri.<\/p>\n
It is the intention that each of the objects, purposes and powers
\nspecified in each of the paragraphs in this Article Eight shall be in no wise
\nlimited or restricted by reference to or inference from the terms of any other
\nparagraph, but that the objects, purposes and powers specified in each of the
\nparagraphs of this Article Eight shall be regarded as independent objects,
\npurposes and powers. The enumeration of the specific objects, purposes and
\npowers of this Article shall not be construed to restrict in any manner the
\ngeneral objects, purposes and powers of this corporation, nor shall the
\nexpression of one thing be deemed to exclude another, although it be of like
\nnature. The enumeration of objects, purposes or powers herein shall not be
\ndeemed to exclude or in any way limit by inference any objects, purposes or
\npowers which this corporation has power to exercise, whether expressly or by
\nforce of the laws of the State of Missouri, now or hereafter in effect, or
\nimpliedly by any reasonable construction of such laws.<\/p>\n
ARTICLE NINE<\/p>\n
The private property of the shareholders shall not be subject to the
\npayment of the corporate debt of the corporation.<\/p>\n
ARTICLE TEN<\/p>\n
Both the shareholders and directors shall have power, if the Bylaws
\nso provide, to hold their meetings and to have one or more offices within or
\nwithout the State of Missouri, and to keep books and records of the corporation
\nbusiness (subject to the provisions of the applicable laws of Missouri) outside
\nof the State of Missouri, at such places as may be from time to time designated
\nby the Board of Directors.<\/p>\n
ARTICLE ELEVEN<\/p>\n
Any contract, transaction or act of the corporation or of the
\ndirectors, which shall be ratified by a majority of a quorum of the shareholders
\nhaving voting power at any annual meeting, or at any special meeting called for
\nsuch purpose, shall, except as otherwise specifically provided by law or by the
\nArticles of Incorporation, be as valid and as binding as though ratified by
\nevery shareholder of the corporation; provided, however, that any failure of the
\nshareholders to approve or ratify such contract, transaction or act, when and if
\nsubmitted, shall not of itself be deemed in any way to render the same invalid,
\nnor deprive the directors of their right to proceed with such contract,
\ntransaction or act.<\/p>\n
ARTICLE TWELVE<\/p>\n
In case the corporation enters into contracts or transacts business
\nwith one or more of its directors, or with any firm of which one or more of its
\ndirectors are members, or with any other corporation or association of which one
\nor more of its directors are members or shareholders, directors or officers,
\nsuch transaction or transactions shall not be invalidated or in any way affected
\nby the fact that such director or directors have or may have interests therein
\nwhich are or might be adverse to the interests of this corporation; provided
\nthat such contract or transaction is entered into in good faith and authorized
\nor ratified in the usual course of business as may be provided for in the Bylaws
\nof this corporation.<\/p>\n
ARTICLE THIRTEEN<\/p>\n
The corporation reserves the right to amend, alter, change, or
\nrepeal any provision contained in these Articles of Incorporation, in the manner
\nas hereafter prescribed by statute, and all rights conferred upon stockholders
\nherein are granted subject to this reservation.<\/p>\n
ARTICLE FOURTEEN<\/p>\n
Special meetings of the shareholders for any lawful purpose or
\npurposes may be called only by a majority of the Board of Directors, by the
\nholders of not less than 80% of all outstanding shares of stock of the
\ncorporation entitled to vote at an annual meeting, by the Chairman of the Board
\nor by the President.<\/p>\n
ARTICLE FIFTEEN<\/p>\n
The affirmative vote of not less than 80% of the outstanding shares
\nof the corporation entitled to vote in an election of directors shall be
\nrequired for the approval or authorization of any Business Transaction (as
\nhereinafter defined) with a Related Person (as hereinafter defined), whether or
\nnot such Business Transaction was approved by a lesser vote prior to the time
\nthe Related Person became a Related Person, unless:<\/p>\n
(1) The Business Transaction shall have been approved by a two-thirds
\n vote of the Continuing Directors (as hereinafter defined); or<\/p>\n
(2) The Business Transaction is a merger or consolidation and the cash
\n or fair market value of the property, securities or other
\n consideration to be received per share by the holders of each class
\n of stock of the corporation in the Business Transaction is not less
\n than such Related Person’s Highest Purchase Price (as hereinafter
\n defined).<\/p>\n
For purposes of this Article Fifteen:<\/p>\n
1.The term “Business Transaction” shall mean: (a) any merger or
\n consolidation of the corporation or any subsidiary of the
\n corporation; (b) any sale, lease, exchange, mortgage, pledge,
\n transfer or other disposition (in one transaction or a series
\n of transactions) of all or a Substantial Part (as hereinafter
\n defined) of the assets of the corporation or any subsidiary;
\n (c) the issuance, sale, exchange, transfer or other
\n disposition by the corporation or any subsidiary of any
\n securities of the corporation or any subsidiary; (d) any
\n reclassification of securities (including any reverse stock
\n split) or recapitalization of the corporation or any other
\n transaction which has the effect, directly or indirectly, of
\n increasing the voting power of a Related Person; (e) any
\n liquidation, spinoff, split-up or dissolution of the
\n corporation; and (f) any agreement, contract or other
\n arrangement providing for any of the transactions described in
\n this definition of Business Transaction.<\/p>\n
2.The term “Related Person” shall mean and include any
\n individual, corporation, partnership or other person or
\n entity, other than the corporation or any wholly-owned
\n subsidiary thereof, which, together with its “Affiliates” and
\n “Associates” (as defined on June 1, 1983 in Rule 12b-2 under
\n the Securities Exchange Act of 1934 (the “Exchange Act”),
\n “Beneficially Owns” (as defined on June 1, 1983, in Rule 13d-3
\n under the Exchange Act) in the aggregate 15 percent or more of
\n the outstanding shares of the corporation entitled to vote in
\n an election of directors at the time a resolution approving
\n the Business Transaction is adopted by a two-thirds vote of
\n the corporation’s Board of Directors or on the record date for
\n the determination of shareholders entitled to notice of and to
\n vote on the Business Transaction, and any Affiliate or
\n Associate of any such individual, corporation, partnership or
\n other person or entity.<\/p>\n
3.The term “Continuing Director” shall mean any member of the
\n Board of Directors of the corporation who was either a member
\n of the Board of Directors prior to the time that the Related
\n Person became a Related Person or who subsequently became a
\n director of the<\/p>\n
corporation and whose election, or nomination for election by
\n the corporation’s shareholders, was approved by a vote of a
\n majority of the Continuing Directors.<\/p>\n
4.The term “Highest Purchase Price” shall mean the highest
\n amount of consideration paid by such Related Person for a
\n share of the corporation’s Common Stock within one year prior
\n to the date such person became a Related Person or in the
\n transaction that resulted in such Related Person becoming a
\n Related Person, provided that the Highest Purchase Price shall
\n be appropriately adjusted for stock splits, stock dividends
\n and like distributions.<\/p>\n
5.The term “Substantial Part” shall mean more than 20% of the
\n fair market value of the total assets of the entity in
\n question, as of the end of its most recent fiscal year ending
\n prior to the time the determination is made.<\/p>\n
ARTICLE SIXTEEN<\/p>\n
The affirmative vote of the holders of not less than 80% of the
\noutstanding shares of stock of this corporation entitled to vote generally in
\nthe election of directors shall be required to amend, modify, alter or repeal
\nArticles Three, Six, Fourteen, Fifteen and Sixteen of these Articles of
\nIncorporation or any provision of the corporation’s Bylaws, provided that the
\naffirmative vote of a majority of the votes entitled to be cast shall be
\nsufficient to approve any such amendment, modification, alternation or repeal
\nthat has been adopted by a vote of 80% of the members of the Board of Directors
\nand that the power of the Board of Directors to amend, modify, alter or repeal
\nany Bylaw shall be governed by Section E of Article Six.<\/p>\n
IN WITNESS WHEREOF, we have hereunto set our hands this 10th day of
\nJune, 1955.<\/p>\n
\/s\/ R. A. Bloch
\n ——————————-
\n R. A. BLOCH<\/p>\n
\/s\/ Henry W. Bloch
\n ——————————-
\n HENRY W. BLOCH<\/p>\n
\/s\/ L. E. Bloch, Jr.
\n ——————————-
\n L. E. BLOCH, JR.<\/p>\n
H & R Block, Inc., a Missouri corporation whose original Articles of
\nIncorporation were filed with the Secretary of State of Missouri on July 27,
\n1955, hereby states that the Restated Articles of Incorporation were duly
\nadopted by a vote of the shareholders in accordance with the General and
\nBusiness Corporation Law of Missouri, Section 351.106; that the Restated
\nArticles of Incorporation correctly set forth without change the corresponding
\nprovisions of the Articles of Incorporation as theretofore amended, and that the
\nRestated Articles of Incorporation supersede the original Articles of
\nIncorporation and all amendments thereto.<\/p>\n
IN WITNESS WHEREOF, the undersigned has caused these Restated Articles
\n of Incorporation to be executed this 2 day of September, 1976.<\/p>\n
H & R BLOCK, INC.<\/p>\n
By \/s\/ Henry W. Bloch
\n —————————–
\n Henry W. Bloch, President<\/p>\n
By \/s\/ Richard A. Bloch
\n —————————–
\n Richard A. Bloch, Secretary<\/p>\n
(CORPORATE SEAL)<\/p>\n
STATE OF MISSOURI )
\n ) SS
\nCOUNTY OF JACKSON )<\/p>\n
I, Corine Craig, a Notary Public, do certify that on this 2 day of
\nSeptember, 1976, personally appeared before me, HENRY W. BLOCH, who, being by me
\nfirst duly sworn, declared that he is the President of H & R Block, Inc., that
\nhe signed the foregoing document as President of the corporation and that the
\nstatements therein contained are true.<\/p>\n
\/s\/ Corine Craig
\n —————————–
\n Notary Public<\/p>\n
Corine Craig
\n My commission expires Dec. 12, 1978<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9575],"class_list":["post-41409","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41409","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41409"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41409"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41409"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41409"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}