Attached files
file | filename |
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8-K - FORM 8-K - WILMINGTON TRUST CORP | l42735e8vk.htm |
EX-3.2 - EX-3.2 - WILMINGTON TRUST CORP | l42735exv3w2.htm |
EXHIBIT
3.1
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WILMINGTON TRUST CORPORATION
OF
WILMINGTON TRUST CORPORATION
ARTICLE I
The name of the corporation (which is hereinafter referred to as the Corporation) is
Wilmington Trust Corporation.
ARTICLE II
The address of the Corporations registered office in the State of Delaware is 1100 North
Market Street, Rodney Square North, in the City of Wilmington, County of New Castle, 19890. The
name of the Corporations registered agent at such address is Wilmington Trust Corporation.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized and incorporated under the General Corporation Law of the State of
Delaware.
ARTICLE IV
The Corporation shall be authorized to issue 100 shares of capital stock, all of which shall
be shares of Common Stock, par value $1.00 per share (Common Stock).
ARTICLE V
Unless and except to the extent that the Bylaws of the Corporation shall so require, the
election of directors of the Corporation need not be by written ballot.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by law, the Board of Directors of
the Corporation (the Board) is expressly authorized and empowered to make, alter and
repeal the Bylaws of the Corporation by a majority vote at any regular or special meeting of the
Board or by written consent, subject to the power of the stockholders of the Corporation to alter
or repeal any Bylaws made by the Board.
ARTICLE VII
The Corporation reserves the right at any time from time to time to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
ARTICLE VIII
Section 1. Elimination of Certain Liability of Directors. A director of the
Corporation shall not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect to any act or omission
occurring prior to such repeal or modification.
Section 2. Indemnification and Insurance. |
(a) Right to Indemnification. Each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the General Corporation
Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, to the fullest extent permitted by law, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or
penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board. The right to
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indemnification conferred in this Section shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General
Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this Section or otherwise.
The Corporation may, by action of the Board, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of directors and
officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section
is not paid in full by the Corporation within thirty days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met the standards of conduct which
make it permissible under the General Corporation Law of the State of Delaware for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board, independent legal
counsel, or its stockholders) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by the Corporation (including its Board, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.
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