{"id":41620,"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-omnicom-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-omnicom-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-omnicom-group-inc.html","title":{"rendered":"Certificate of Incorporation – Omnicom Group Inc."},"content":{"rendered":"

RESTATED CERTIFICATE OF INCORPORATION <\/strong><\/p>\n

OF <\/strong><\/p>\n

OMNICOM GROUP INC.<\/strong><\/p>\n

\n

Under Section 807 of the Business Corporation Law of the State of New
\nYork<\/strong><\/p>\n<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The name of the Corporation is Omnicom Group Inc.
\nThe name under which the corporation was formed is Maxwell Dane, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

The certificate of incorporation was filed by the department of state on the
\n17th<\/sup> day of November, 1944.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

The text of the certificate of incorporation is hereby amended to effect the
\nfollowing changes:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Article EIGHTH of the Certificate of Incorporation respecting the directors
\nof the corporation is amended to read:<\/p>\n<\/p>\n

EIGHTH: The number of directors shall be fixed by the By-Laws, or by action
\nof the shareholders or the Board of Directors under specific provisions of a
\nBy-Law adopted by the shareholders entitled to vote in an election for
\ndirectors. If the shareholders are empowered by the By-Laws or by law to change
\nthe number of directors constituting the entire Board of Directors, the
\naffirmative vote of the holders of a majority of the votes cast for such action
\nshall be required for the shareholders to change the number of directors
\nconstituting the entire Board of Directors. Directors will be elected at each
\nannual meeting of shareholders. If the shareholders are empowered by the By-Laws
\nor by law to remove a director (for cause or otherwise), the exercise of that
\npower will require the affirmative vote of the holders of a majority of the
\nvotes cast for such action.<\/p>\n<\/p>\n

Article TENTH, requiring the affirmative vote of holders of two-thirds in
\nvoting power of the outstanding shares of stock of the corporation to approve
\n(a) the adoption, amendment or repeal of any provision of the By-Laws, or (b)
\nthe amendment or repeal of Article Eighth or Article Ninth of the Certificate of
\nIncorporation, is deleted.<\/p>\n<\/p>\n

Article ELEVENTH is renumbered as Article TENTH.<\/p>\n<\/p>\n

A new Article ELEVENTH respecting shareholder action by written consent is
\nadded to the Certificate of Incorporation reading as follows:<\/p>\n<\/p>\n

ELEVENTH: Notwithstanding any provisions in the By-Laws to the contrary,
\nwhenever shareholders are required or permitted to take any action by vote, such
\naction may be taken without a meeting on written consent, setting forth the
\naction so taken, signed by the holders of outstanding shares having not less
\nthan the minimum number of votes that<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

would be necessary to authorize or take such action at a meeting at which all
\nshares entitled to vote thereon were present and voted.<\/p>\n<\/p>\n

The shareholder or shareholders proposing to take such action shall give
\nnotice of the proposed action, which notice shall be in writing and delivered to
\nand received by the Secretary at the principal office of the Corporation not
\nless than ninety days before the proposed effective date of such action.<\/p>\n<\/p>\n

The text of the Certificate of Incorporation, as amended, is hereby restated
\nas amended to read as herein set forth in full:<\/p>\n<\/p>\n

CERTIFICATE OF INCORPORATION
\nOF
\nOMNICOM GROUP INC. <\/strong><\/p>\n

\n

FIRST: The name of the corporation is Omnicom Group Inc.<\/p>\n<\/p>\n

SECOND: The purposes for which the corporation is formed is to engage in any
\nlawful act or activity for which corporations may be organized under the New
\nYork Business Corporation Law, provided that the corporation will, not engage in
\nany act or activity requiring the consent or approval of any state official,
\ndepartment, board, agency or other body without such consent or approval first
\nbeing obtained.<\/p>\n<\/p>\n

THIRD: The office of the corporation in the State of New York shall be
\nlocated in the County of New York.<\/p>\n<\/p>\n

FOURTH: The total number of shares of stock which the Corporation will have
\nauthority to issue is 1,007,500,000 shares. Of these, 1,000,000,000 shares are
\nclassified as Common Stock, par value $.15 per share, and 7,500,000 shares are
\nclassified as Preferred Stock, par value $1.00 per share.<\/p>\n<\/p>\n

The Board of Directors is authorized to divide the 7,500,000 shares of
\nPreferred Stock from time to time into one or more series, and to determine or
\nchange by resolution for each series its designation, the number of shares of
\nthe series and the powers, preferences and rights, and the qualifications,
\nlimitations or restrictions of the shares of the series. The resolution or
\nresolutions of the Board of Directors providing for the division of Preferred
\nStock into series within a class may include the following provisions:<\/p>\n<\/p>\n

(1) The distinctive designation of each series and the maximum number of
\nshares of each series which may be issued, which number may be increased (except
\nwhere otherwise provided by the Board of Directors in creating the series) or
\ndecreased (but not below the number of shares of the series then outstanding)
\nfrom time to time by action of the Board of Directors;<\/p>\n

(2) Whether the holders of the shares of each series are entitled to vote
\nand, if so, the matters on which they are entitled to vote, the number of votes
\nto which the holder of each share is entitled, and whether the shares of the
\nseries are to be voted separately or together with shares of other series;<\/p>\n<\/p>\n\n\n\n\n
\n

2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(3) The dividends to which holders of shares of each series will be entitled;
\nany restrictions, conditions or limitations upon the payment of those dividends;
\nwhether the dividends will be cumulative and, if cumulative, the date or dates
\nfrom which the dividends will be cumulative;<\/p>\n

(4) Whether the shares of one or more series will be subject to redemption
\nand, if so, whether redemption will be mandatory or optional and if optional, at
\nwhose option, the manner of selecting shares for redemption, the redemption
\nprice and the manner, of redemption;<\/p>\n

(5) The amount payable on shares of each series if there is a liquidation,
\ndissolution or winding up of the Corporation which amount may vary at different
\ndates and depending upon whether the liquidation, dissolution or winding up is
\nvoluntary or involuntary;<\/p>\n

(6) The obligation, if any, of the Corporation to maintain a purchase,
\nretirement or sinking fund for shares of each series;<\/p>\n

(7) Whether the shares of one or more series will be convertible into, or
\nexchangeable for, any other types of securities, either at the option of the
\nholder or of the Corporation and, if so, the terms of the conversions or
\nexchanges;<\/p>\n

(8) Any other provisions regarding the powers, preferences and rights, and
\nthe qualifications limitations or restrictions, of each series which are not
\ninconsistent with applicable law.<\/p>\n

All shares of a series of Preferred Stock will be identical with each other
\nin all respects, except that shares of any one series issued at different times
\nmay differ as to the dates from which dividends on those shares, if cumulative,
\nshall cumulate.<\/p>\n<\/p>\n

FIFTH: No holder of any of the shares of any class of the corporation shall
\nbe entitled as of right to subscribe for, purchase, or otherwise acquire any
\nshares of any class of the corporation which the corporation proposes to issue
\nor any rights or options which the corporation proposes to grant for the
\npurchase of shares of any class of the corporation or for the purchase of any
\nshares, bonds, securities, or obligations of the corporation which are
\nconvertible into or exchangeable for, or which carry any rights, to subscribe
\nfor, purchase, or otherwise acquire shares of any class of the corporation; and
\nany and all of such shares, bonds, securities or obligations of the corporation,
\nwhether now or hereafter authorized or created, may be issued, or may be
\nreissued or transferred if the same have been reacquired and have treasury
\nstatus, and any and all of such rights and options may be granted by the Board
\nof Directors to such persons, firms, corporations and associations, and for such
\nlawful consideration, and on such terms, as the Board of Directors in its
\ndiscretion may determine, without first offering the same, or any part thereof,
\nto any said holder. Without limiting the generality of the foregoing stated
\ndenial of any and all preemptive rights, no holder of shares of any class of the
\ncorporation shall have any preemptive rights in respect of the matters,
\nproceedings or transactions specified in subparagraphs (1) to (6), inclusive, of
\nparagraph (e) of Section 622 of the Business Corporation Law.<\/p>\n<\/p>\n\n\n\n\n
\n

3<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SIXTH: The duration of the corporation shall be perpetual.<\/p>\n<\/p>\n

SEVENTH: The Secretary of State is designated as the agent of the corporation
\nupon whom process against the corporation may be served, and the address to
\nwhich the Secretary of State shall mail a copy of any process against the
\ncorporation served upon him is: Michael O153Brien, 437 Madison Avenue, New York,
\nN.Y. 10022.<\/p>\n<\/p>\n

EIGHTH: The number of directors shall be fixed by the By-Laws, or by action
\nof the shareholders or the Board of Directors under specific provisions of a
\nBy-Law adopted by the shareholders entitled to vote in an election for
\ndirectors. If the shareholders are empowered by the By-Laws or by law to change
\nthe number of directors constituting the entire Board of Directors, the
\naffirmative vote of the holders of a majority of the votes cast for such action
\nshall be required for the shareholders to change the number of directors
\nconstituting the entire Board of Directors. Directors will be elected at each
\nannual meeting of shareholders. If the shareholders are empowered by the By-Laws
\nor by law to remove a director (for cause or otherwise), the exercise of that
\npower will require the affirmative vote of the holders of a majority of the
\nvotes cast for such action.<\/p>\n<\/p>\n

NINTH: A director of the corporation shall not be personally liable to the
\ncorporation or its shareholders for damages for breach of fiduciary duty as a
\ndirector, except where a judgment or other final adjudication adverse to a
\ndirector establishes that such director153s acts or omissions were in bad faith or
\ninvolved intentional misconduct or knowing violation of law or where such
\ndirector personally gained in fact a financial profit or other advantage to
\nwhich such director was not legally entitled or where such director153s acts
\nviolated Section 719 of The New York Business Corporation Law. Any repeal or
\nmodification of this Article Ninth shall not adversely effect any right or
\nprotection of a director of the corporation under this Article Ninth in respect
\nof any acts or omissions of such director which occurred prior to such repeal or
\nmodification.<\/p>\n<\/p>\n

TENTH: Except as may otherwise be specifically provided in this Certificate
\nof Incorporation, no provision of this Certificate of Incorporation is intended
\nby the corporation to be construed as limiting, prohibiting, denying or
\nabrogating any of the general or specific powers or rights conferred under the
\nBusiness Corporation Law upon the corporation, upon its shareholders,
\nbondholders, and security holders, and upon its directors, officers, and other
\ncorporate personnel, including in particular, the power of the corporation to
\nfurnish indemnification to directors and officers in the capacities defined and
\nprescribed by the Business Corporation Law and defined and prescribed rights of
\nsaid persons to indemnification as the same are conferred by the Business
\nCorporation Law.<\/p>\n<\/p>\n

ELEVENTH: Notwithstanding any provisions in the By-Laws to the contrary,
\nwhenever shareholders are required or permitted to take any action by vote, such
\naction may be taken without a meeting on written consent, setting forth the
\naction so taken, signed by the holders of outstanding shares having not less
\nthan the minimum number of votes that would be necessary to authorize or take
\nsuch action at a meeting at which all shares entitled to vote thereon were
\npresent and voted.<\/p>\n<\/p>\n

The shareholder or shareholders proposing to take such action shall give
\nnotice of the proposed action, which notice shall be in writing and delivered to
\nand received by the Secretary<\/p>\n<\/p>\n\n\n\n\n
\n

4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

at the principal office of the Corporation not less than ninety days before
\nthe proposed effective date of such action.<\/p>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

This restatement of the certificate of incorporation was authorized by the
\nvote of the board of directors followed by a vote of two-thirds of all
\noutstanding shares entitled to vote thereon at a meeting of shareholders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

\/s\/<\/p>\n<\/td>\n

<\/td>\n\n

Michael J. O153Brien
\n<\/u>Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

5<\/p>\n<\/td>\n<\/tr>\n

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