Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - NVR INC | Financial_Report.xls |
10-K - 10-K - NVR INC | w79861e10vk.htm |
EX-21 - EX-21 - NVR INC | w79861exv21.htm |
EX-32 - EX-32 - NVR INC | w79861exv32.htm |
EX-23 - EX-23 - NVR INC | w79861exv23.htm |
EX-3.2 - EX-3.2 - NVR INC | w79861exv3w2.htm |
EX-31.1 - EX-31.1 - NVR INC | w79861exv31w1.htm |
EX-31.2 - EX-31.2 - NVR INC | w79861exv31w2.htm |
EX-10.22 - EX-10.22 - NVR INC | w79861exv10w22.htm |
Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
NVR, INC.
OF
NVR, INC.
1. Name. The name of the corporation is NVR, Inc. (herein called the Corporation).
2. Purposes. The purpose or purposes for which the Corporation is
organized are to transact any or all lawful business for which corporations may be incorporated
under the Virginia Stock Corporation Act.
3. Registered Office and Agent. The post office address of the registered office of the
Corporation is 8270 Greensboro Drive, Suite 810, McLean, Virginia 22102. The name of the county in
which the registered office is located is the County of Fairfax. The name of the registered agent
of the Corporation is James M. Sack, who is Secretary of the Corporation and a member of the
Virginia State Bar, and whose business office is the same as the registered office of the
Corporation.
4. Capital Stock.
(a) The aggregate number of shares of all classes of
stock which the
Corporation shall have authority to issue is seventy-five million (75,000,000) shares, with a par
value of one cent ($.01) per share, of which 60,000,000 shall be Common Stock and 15,000,000 shares
shall be preferred stock, which shall have such designations and such preferences, limitations, and
relative rights as may be established by one or more amendments of these Articles of Incorporation
adopted by the Board of Directors or the shareholders in accordance with the Virginia Stock
Corporation Act.
(b) The Corporation shall not issue any nonvoting equity securities provided that this
provision, which is included in these Articles of Incorporation in compliance with section
1123(a)(6) of the United States Bankruptcy Code of 1978, as amended, shall have no force or effect
beyond that required by such section 1123(a)(6) and shall be effective only for so long as such
section 1123(a)(6) is in effect and applicable to the Corporation.
5. Reserved.
6. No Preemptive Rights. No shareholder of the Corporation shall have any preemptive rights
to purchase, subscribe for or otherwise acquire any stock or other securities of the Corporation,
whether now or hereafter authorized, and any and all preemptive rights are hereby denied.
7. Directors.
(a) The number of directors of the Corporation shall be no less than seven and no more than
thirteen, as determined from time to time by the Board of Directors by
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resolution. Beginning with the annual meeting of shareholders to be held in 2011, each
director shall hold office for a term expiring at the next annual meeting of shareholders following
such directors election and until such directors successor is elected and qualified. Any
reduction of the authorized number of directors will not have the effect of removing any director
prior to the expiration of such directors term. The existence of a vacancy on the board of
directors shall not affect the validity of any action taken by the board of directors during the
pendency of such vacancy.
(b) Directors shall be removed only for cause and only by the affirmative vote of holders of
shares of the Corporation having a majority of the votes entitled to be cast in the election of
directors in accordance with procedures set forth in the bylaws, not inconsistent with these
Articles of Incorporation. For purposes of this Article 7, cause shall mean, with regard to any
director, (i) a directors continuing, willful failure, or physical inability, to perform the
duties required of his or her position, (ii) gross negligence or breach of fiduciary duty by a
director in the performance of his or her duties as a director, (iii) the conviction or plea of
nolo contendere to a crime by a director that constitutes a felony under the laws of the United
States, or any state thereof, which results or was intended to result directly or indirectly in
gain or personal enrichment by such director at the expense of the Corporation or involves moral
turpitude, or (iv) material breaches (following notice and an opportunity to cure) of any covenants
by the director contained in any agreement between the director and the Corporation or any
subsidiary.
(c) Except with respect to the filling of vacancies as provided in the Corporations Bylaws,
and unless otherwise required by law, each director shall be elected by a majority of the votes
cast by the shares entitled to vote in the election at a meeting at which a quorum is present;
provided that if the number of nominees exceeds the number of directors to be elected, each
director shall be elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. For purposes of this Article 7(c), a majority
of the votes cast means that the number of shares voted for a director must exceed the number of
shares voted against that director.
8. Indemnification.
(a) The Corporation shall to the fullest extent
permitted by the laws of
the Commonwealth of Virginia, as presently in effect or as the same hereafter may be amended and
supplemented, indemnify an individual who is or was a director or officer of the Corporation or any
constituent corporation or other business entity absorbed by the Corporation in a merger or
consolidation, or, at the request of the Corporation or such other corporation or business entity,
any other corporation or business entity and who was, is, or is threatened to be made a named
defendant or respondent in any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative and whether formal or informal
(collectively, a proceeding) by reason of the fact that such individual is or was a director or
officer of the Corporation, against any obligation to pay a judgment, settlement, penalty, fine
(including any excise tax assessed with respect to any employee benefit plan) or other liability
and reasonable expenses (including counsel fees) incurred with respect to such a proceeding, except
such liabilities and expenses as are incurred because of such directors or officers willful
misconduct or knowing violation of the criminal law. The Corporation is authorized to contract in
advance to indemnify and make advances and reimbursements for expenses to any of its directors or
officers to the same extent provided in this Article 8. The Corporation also shall have the
authority to indemnify any of its employees or agents, upon a determination of the board of
directors that such indemnification is
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appropriate, to the same extent as the indemnification of its directors and officers permitted in
this Article 8.
(b) Unless a determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses reasonably incurred by a director
or officer in a proceeding as described above upon receipt of an undertaking from such director or
officer to repay the same if it is ultimately determined that such director or officer is not
entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation
of the director or officer and shall be accepted without reference to such directors or officers
ability to make repayment.
(c) The determination that indemnification under this Article is
permissible, the authorization of such indemnification (if applicable), and the evaluation as to
the reasonableness of expenses in a specific case shall be made as provided by law. The
termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that a director or officer
acted in such a manner as to make him ineligible for indemnification.
(d) For the purposes of this Article 8, every reference to a director or officer shall
include, without limitation, (i) every director or officer of the Corporation, (ii) an individual
who, while a director or officer, is or was serving at the Corporations request as a director,
officer, partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, (iii) an individual
who formerly was a director or officer of the Corporation or occupied any of the other positions
referred to in clause (ii) of this sentence, and (iv) the estate, personal representative, heirs,
executors and administrators of a director or officer of the Corporation or other person referred
to herein. Service as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise controlled by the Corporation shall be deemed service at the request of the Corporation.
A director or officer shall be deemed to be serving an employee benefit plan at the Corporations
request if such persons duties to the Corporation also impose duties on, or otherwise involve
services by, such person to the plan or to participants in or beneficiaries of the plan.
(e) Indemnification pursuant to this Article 8 shall not be exclusive of any other right of
indemnification to which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and indemnification under
policies of insurance purchased and maintained by the Corporation or others. No person shall be
entitled to indemnification by the Corporation, however, to the extent such person is actually
indemnified by another entity, including an insurer. In addition to any insurance which may be
maintained on behalf of any director, officer, or other person, the Corporation is authorized to
purchase and maintain insurance against any liability it may have under this Article 8 to protect
any of the persons named above against any liability arising from their service to the Corporation
or any other entity at the Corporations request, regardless of the
Corporations power to indemnify against such liability. The provisions of this Article 8 shall
not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law
with any individuals or entitles other than those named in this Article 8.
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(f) The provisions of this Article 8 shall be applicable from and after its adoption even
though some or all of the underlying conduct or events relating to a proceeding may have occurred
before such adoption. No amendment, modification or repeal of this Article 8 shall diminish the
rights provided hereunder to any person arising from conduct or events occurring before the
adoption of such amendment, modification or repeal. If any provision of this Article 8 or its
application to any person or circumstance is held invalid by a court of competent jurisdiction, the
invalidity shall not affect other provisions or applications of this Article 8, and to this end the
provisions of this Article 8 are severable.
9. Limitation of Liability of Officers and Directors. Except as otherwise provided by the
laws of the Commonwealth of Virginia, as presently in effect or as the same hereafter may be
amended and supplemented, no damages shall be assessed against an officer or director in any
proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders
of the Corporation. The liability of an officer or director shall not be eliminated as provided in
this Article 9 if the officer or director engaged in willful misconduct or a knowing violation of
the criminal law or any federal or state securities law, including, without limitation, any laws
prohibiting insider trading or manipulation of the market for any security. The provisions of this
Article 9 shall be applicable from and after its adoption even though some or all of the underlying
conduct or events relating to a proceeding may have occurred before such adoption.
10. Amendment. These articles or incorporation may be amended by the affirmative vote of a
majority of the entire board of directors, to the extent permitted by the Virginia Stock
Corporation Act, or by the affirmative vote of holders of a majority of the outstanding shares of
the Corporation, or, if more than one voting group is entitled to vote separately on such
amendment, a majority of the outstanding shares in such voting group, at a meeting at which a
quorum is present with respect to each voting group eligible to vote separately on such amendment;
provided that the provisions of Article 7 shall not be amended prior to May 1, 1995 unless the
amendment shall have been approved and recommended to the shareholders by all directors then in
office.
11. Perpetual Existence. The duration of the Corporation shall be
perpetual.
12. Certain Transactions. The Corporation shall not be subject to Article 14
(Affiliate Transactions) or Article 14.1 (Control Share Acquisitions) of the Virginia Stock
Corporation Act.
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