{"id":41596,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-deltic-timber-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-deltic-timber-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-deltic-timber-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; Deltic Timber Corp."},"content":{"rendered":"<pre>                             AMENDED AND RESTATED\n                         CERTIFICATE OF INCORPORATION\n\n                                      OF\n\n                           DELTIC TIMBER CORPORATION\n\n\n                                   * * * * *\n\n            Deltic Timber Corporation, a corporation organized and existing\nunder the laws of the State of Delaware (the 'Corporation'), hereby certifies\nas follows:\n\n          1.  The original Certificate of Incorporation of the Corporation was\nfiled with the Secretary of State of the State of Delaware on September 4,\n1996.\n\n            2.  This Amended and Restated Certificate of Incorporation has\nbeen duly adopted and proposed to the sole stockholder of the Corporation by\nthe Board of Directors of the Corporation, and has been approved and adopted\nby the sole stockholder of the Corporation, in accordance with Sections 242\nand 245 of the General Corporation Law of the State of Delaware.\n\n            3.  Pursuant to Sections 242 and 245 of the General Corporation\nLaw of the State of Delaware, this Amended and Restated Certificate of\nIncorporation restates and integrates and further amends the provisions of the\nCertificate of Incorporation of the Corporation.\n\n            4.  The text of the Certificate of Incorporation is hereby\nrestated and further amended to read in its entirety as hereinafter set forth:\n\n            FIRST:  The name of the Corporation is Deltic Timber Corporation.\n\n            SECOND:  The address of its registered office in the State of\nDelaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,\nCounty of New Castle, Delaware 19801.  The name of its registered agent at\nsuch address is The Corporation Trust Company.\n\n            THIRD:  The purpose of the Corporation is to engage in any lawful\nact or activity for which corporations may be organized under the General\nCorporation Law of the State of Delaware as the same exists or may hereafter\nbe amended ('Delaware Law').\n\n            FOURTH:  The total number of shares of stock which the Corporation\nshall have authority to issue is 70,000,000, consisting of 50,000,000 shares\nof Common Stock, par value $.01 per share (the 'Common Stock'), and 20,000,000\nshares of Preferred Stock, par value $.01 per share (the 'Preferred Stock').\n\n            The Board of Directors is hereby empowered to authorize by\nresolution or resolutions from time to time the issuance of one or more\nclasses or series of Preferred Stock and to fix the designations, powers,\npreferences and relative, participating, optional or other rights, if any, and\nthe qualifications, limitations or restrictions thereof, if any, with respect\nto each such class or series of Preferred Stock and the number of shares\nconstituting each such class or series, and to increase or decrease the number\nof shares of any such class or series to the extent permitted by Delaware Law.\n\n            FIFTH:  (a) The business and affairs of the Corporation shall be\nmanaged by or under the direction of a Board of Directors consisting of not\nless than six nor more than twelve directors, the exact number of directors to\nbe determined from time to time solely by resolution adopted by the\naffirmative vote of a majority of the entire Board of Directors.\n\n            (b)  The directors shall be divided into three classes, designated\nClass I, Class II and Class III.  Each class shall consist, as nearly as may\nbe possible, of one-third of the total number of directors constituting the\nentire Board of Directors.  Each director shall serve for a term ending on the\ndate of the third annual meeting of stockholders next following the annual\nmeeting at which such director was elected, provided that directors initially\ndesignated as Class I directors shall serve for a term ending on the date of\nthe 1997 annual meeting, directors initially designated as Class II directors\nshall serve for a term ending on the date of the 1998 annual meeting, and\ndirectors initially designated as Class III directors shall serve for a term\nending on the date of the 1999 annual meeting.  Notwithstanding the foregoing,\neach director shall hold office until such director's successor shall have\nbeen duly elected and qualified or until such director's earlier death,\nresignation or removal.  In the event of any change in the number of directors,\nthe Board of Directors shall apportion any newly created directorships among,\nor reduce the number of directorships in, such class or classes as shall\nequalize, as nearly as possible, the number of directors in each class.  In no\nevent will a decrease in the number of directors shorten the term of any\nincumbent director.\n\n            (c)  There shall be no cumulative voting in the election of\ndirectors.  Election of directors need not be by written ballot unless the\nbylaws of the Corporation so provide.\n\n            (d)  Vacancies on the Board of Directors resulting from death,\nresignation, removal or otherwise and newly created directorships resulting\nfrom any increase in the number of directors may be filled solely by a\nmajority of the directors then in office (although less than a quorum) or by\nthe sole remaining director.  Each director so elected shall hold office for\nthe remainder of the full term of the class of directors in which the new\ndirectorship was created or the vacancy occurred and until such director's\nsuccessor shall have been elected and qualified.\n\n            (e)  No director may be removed from office by the stockholders\nexcept for cause with the affirmative vote of the holders of not less than a\nmajority of the total voting power of all outstanding securities of the\nCorporation then entitled to vote generally in the election of directors,\nvoting together as a single class.\n\n            (f)  Notwithstanding the foregoing, whenever the holders of one or\nmore classes or series of Preferred Stock shall have the right, voting\nseparately as a class or series, to elect directors, the election, term of\noffice, filling of vacancies, removal and other features of such directorships\nshall be governed by the terms of the resolution or resolutions adopted by the\nBoard of Directors pursuant to ARTICLE FOURTH applicable thereto, and such\ndirectors so elected shall not be subject to the provisions of this ARTICLE\nFIFTH unless otherwise provided therein.\n\n            SIXTH:  The Board of Directors shall have the power to adopt,\namend or repeal the bylaws of the Corporation.\n\n            The stockholders may adopt, amend or repeal the bylaws only with\nthe affirmative vote of the holders of not less than 80% of the total voting\npower of all outstanding securities of the Corporation then entitled to vote\ngenerally in the election of directors, voting together as a single class.\n\n            SEVENTH:  Any action required or permitted to be taken at any\nannual or special meeting of stockholders may be taken only upon the vote of\nstockholders at an annual or special meeting duly noticed and called in\naccordance with Delaware Law and may not be taken by written consent of\nstockholders without a meeting.\n\n            EIGHTH:  Special meetings of the stockholders may be called by the\nBoard of Directors or the Chairman of the Board of Directors of the\nCorporation and may not be called by any other person.  Notwithstanding the\nforegoing, whenever holders of one or more classes or series of Preferred\nStock shall have the right, voting separately as a class or series, to elect\ndirectors, such holders may call, pursuant to the terms of the resolution or\nresolutions adopted by the Board of Directors pursuant to ARTICLE FOURTH,\nspecial meetings of holders of such Preferred Stock.\n\n            NINTH:  (1) A director of the Corporation shall, to the fullest\nextent permitted by Delaware Law, not be liable to the Corporation or its\nstockholders for monetary damages for breach of fiduciary duty as a director.\n\n            (2)(a) Each person (and the heirs, executors or administrators of\nsuch person) who was or is a party or is threatened to be made a party to, or\nis involved in any threatened, pending or completed action, suit or proceeding,\nwhether civil, criminal, administrative or investigative, by reason of the\nfact that such person is or was a director or officer of the Corporation or is\nor was serving at the request of the Corporation as a director or officer of\nanother corporation, partnership, joint venture, trust or other enterprise,\nshall be indemnified and held harmless by the Corporation to the fullest\nextent permitted by Delaware Law.  The right to indemnification conferred in\nthis ARTICLE NINTH shall also include the right to be paid by the Corporation\nthe expenses incurred in connection with any such proceeding in advance of its\nfinal disposition to the fullest extent authorized by Delaware Law.  The right\nto indemnification conferred in this ARTICLE NINTH shall be a contract right.\n\n            (b) The Corporation may, by action of its Board of Directors,\nprovide indemnification to such of the employees and agents of the Corporation\nto such extent and to such effect as the Board of Directors shall determine to\nbe appropriate and authorized by Delaware Law.\n\n            (3) The Corporation shall have power to purchase and maintain\ninsurance on behalf of any person who is or was a director, officer, employee\nor agent of the Corporation, or is or was serving at the request of the\nCorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any expense,\nliability or loss incurred by such person in any such capacity or arising out\nof his status as such, whether or not the Corporation would have the power to\nindemnify him against such liability under Delaware Law.\n\n            (4) The rights and authority conferred in this ARTICLE NINTH shall\nnot be exclusive of any other right which any person may otherwise have or\nhereafter acquire.\n\n            (5) Neither the amendment nor repeal of this ARTICLE NINTH, nor\nthe adoption of any provision of this Certificate of Incorporation or the\nbylaws of the Corporation, nor, to the fullest extent permitted by Delaware\nLaw, any modification of law, shall eliminate or reduce the effect of this\nARTICLE NINTH in respect of any acts or omissions occurring prior to such\namendment, repeal, adoption or modification.\n\n            TENTH:  The Corporation reserves the right to amend this\nCertificate of Incorporation in any manner permitted by the Delaware Law and\nall rights and powers conferred upon stockholders, directors and officers\nherein are granted subject to this reservation.  Notwithstanding the\nforegoing, the provisions set forth in ARTICLE FIFTH through ARTICLE TENTH,\ninclusive, may not be repealed or amended in any respect, and no other\nprovision may be adopted, amended or repealed which would have the effect of\nmodifying or permitting the circumvention of the provisions set forth in\nARTICLE FIFTH through ARTICLE TENTH, inclusive, unless such action is approved\nby the affirmative vote of the holders of not less than 80% of the total\nvoting power of all outstanding securities of the Corporation then entitled to\nvote generally in the election of directors, voting together as a single class.\n\n            IN WITNESS WHEREOF, Deltic Timber Corporation has caused this\nAmended and Restated Certificate of Incorporation to be signed by its\nPresident and attested to by its Secretary this ___  day of __________, 1996.\n\n\n\n                                              By:__________________________\n                                              Name:\n                                              Title: President\n\n\n\n\nATTEST:__________________\n       Name:\n       Title: Secretary\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7297],"corporate_contracts_industries":[9484],"corporate_contracts_types":[9573,9575],"class_list":["post-41596","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-deltic-timber-corp","corporate_contracts_industries-materials__wood","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\/41596","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=41596"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41596"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41596"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41596"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}