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EXHIBIT 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
FRP HOLDINGS, INC.
These Amended and Restated Articles of Incorporation of FRP Holdings,
Inc. were duly adopted by its board of directors on December 3, 2014 and
approved by its shareholders on February 4, 2015.
ARTICLE I
NAME OF CORPORATION
The name of this corporation is FRP Holdings, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office and mailing address of this corporation is 200 West
Forsyth Street, 7th Floor, Jacksonville, FL 32202.
ARTICLE III
CAPITAL STOCK
1. The maximum number of shares of capital stock which the corporation
shall be authorized to have outstanding at any time is twenty-five million
(25,000,000) shares of voting common stock with a par value of $.10 per share
and five million (5,000,000) shares of preferred stock, to be issued in such
classes and series as the board of directors may, in accordance with the
provisions of Sections 607.0601 and 607.0602, Florida Statutes, as it now
exists or may hereafter be amended and without further stockholder action, by
resolution or resolutions, from time to time authorize to be issued.
2. Each stockholder holding common stock shall have one vote for each
share of common stock. Shareholders holding common stock shall have no
cumulative voting rights in any election of directors of this corporation.
3. Preferred stock, if authorized by the board of directors, shall
comply with Florida law as then in effect, notwithstanding the following
provisions.
(a) The shares of preferred stock shall be of one or more classes
and may be issued in one or more series at one time or from time to time as
the board of directors may determine.
(b) Shares of preferred stock and any series thereof shall have
such relative rights and preferences with regard to dividend rates,
redemption rights, conversion privileges, with such voting powers, full or
limited, or without voting powers and with such other distinguishing
characteristics, including designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the board
of directors (and as are not in contravention of this certificate of
incorporation, or any amendment thereto), including (but without limiting the
generality of the foregoing) the following:
(i) The distinctive designation and number of shares
comprising such series, which number may (except where otherwise
provided by the board of directors in creating such series) be
increased or decreased (but not below the number of shares then
outstanding) from time to time by action of the board of directors.
(ii) The dividend rate or rates, if any, on the shares of
such series and the relation which any such dividends shall bear to
the dividends payable on any other class or classes or of any other
series of capital stock, the terms and conditions upon which and
the periods in respect of which any such dividends shall be
payable, whether and upon what conditions any such dividends shall
be cumulative, and if cumulative, the date or dates from which
dividends shall accumulate, whether the shares of such series shall
be limited in dividends, if any, or whether they shall or may
participate in dividends over and above the dividend rate, if any,
provided for the shares of such series, and whether any such
dividends shall be payable in cash, in shares of such series, in
shares of any other class or classes or of any other series of any
class or classes of capital stock of the corporation, or in other
property, or in more than one of the foregoing.
(iii) Whether the shares of such series shall be redeemable,
the limitations and restrictions with respect to such redemption,
the time or times when, the price or prices at which and the manner
in which such shares shall be redeemable, including the manner of
selecting shares of such series for redemption if less than all
shares are to be redeemed.
(iv) The rights to which the holders of shares of such series
shall be entitled, and the preferences, if any, over any other
series (or of any other series over such series), upon the voluntary
or involuntary liquidation, dissolution, distribution of assets or
winding up of the corporation, which rights may vary depending on
whatever such liquidation, dissolution, distribution or winding up
is voluntary or involuntary; may vary at different dates; and may
vary otherwise.
(v) Whether the shares of such series shall be subject to
the operation of a purchase, retirement or sinking fund, and, if so,
whether and upon what conditions such purchase, retirement or
sinking fund shall be cumulative or noncumulative, the extent to
which and the manner in which such fund shall be applied to the
purchase or redemption of the shares of such series for retirement
or to other corporate purposes and the terms and provisions relative
to the operation thereof.
(vi) Whether the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of
any other series of any class or classes of capital stock of the
corporation, and, if so convertible or exchangeable, the price or
prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and
conditions of such conversion or exchange.
(vii) Subject to the provisions of paragraph (b) of this
Section 3 as to voting rights, the voting powers, full and/or
limited, if any, of the shares of such series; and whether and under
what conditions the shares of such series (alone or together with
the shares of one or more other series having similar provisions)
shall be entitled to vote separately as a single class.
(viii) Whether the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to
restrictions as to issuance or as to the powers, preferences or
rights of any such other series.
(ix) Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of such series, as the
board of directors may deem advisable and as shall not be
inconsistent with the provisions of this certificate of
incorporation.
(c) No dividends shall be paid or declared or set apart for
payment on any particular series of preferred stock in respect of any period
unless accumulated dividends shall be or shall have been paid, or declared
and set apart for payment, pro rata on all shares of preferred stock at the
time outstanding of each other series which ranks equally as to dividends with
such particular series, so that the amount of dividends declared on such
particular series shall bear the same ratio to the amount declared on each
such other series as the dividend rate of such particular series shall bear to
the dividend rate of such other series.
(d) Whenever any shares of preferred stock are redeemed or
otherwise retired, other shares may be issued in lieu thereof by the board of
directors as part of the series of which they were originally a part or as
they may be reclassified into and reissued as a part of a new series, or as a
part of any other series, all subject to the protective conditions or
restrictions of any outstanding series of preferred stock and for such
considerations as may be fixed by the board of directors.
4. No stock shall be issued until the consideration for such stock has
been fully paid, and when so paid shall be issued as fully paid and
nonassessable. All or any part of the consideration for stock of the
corporation may be paid in by, or used for the purchase of, real, personal,
or intangible property, labor or services, or any combination thereof, at a
just valuation thereof as determined by the board of directors or executive
committee of the corporation at any regular meeting or at any special meeting
pursuant to due notice as provided in the bylaws of the corporation.
5. No holder of common stock of the corporation shall have any
preemptive or preferential right of subscription to any shares of any class
of stock of the corporation, whether now or hereafter authorized, nor to any
securities convertible into stock or securities of the corporation, nor to
any options or warrants to acquire such stock or securities issued or sold,
nor any right of subscriptions to any thereof.
6. The corporation shall not be required to issue certificates
representing any fraction or fractions of a share of stock of any class but
may issue in lieu thereof one or more non-dividend bearing and non-voting
scrip certificates in such form or forms as shall be approved by the board
of directors or executive committee, each representing a fractional interest
in respect of one share of stock. Such scrip certificates upon presentation
together with similar scrip certificates representing in the aggregate an
interest in respect of one or more full shares of stock shall entitle the
holders thereof to receive one or more full shares of stock of the class and
series, if any, specified in such scrip certificates. Such scrip certificates
may contain such terms and conditions as shall be fixed by the board of
directors or the executive committee, and may become void and of no effect
after a period to be determined by the board of directors or executive
committee and to be specified in such scrip certificates.
7. The corporation, by resolution or resolutions of its board of
directors or executive committee, shall have power to create and issue,
whether or not in connection with the issue and sale of any shares of stock
or any other securities of the corporation, warrants, conversion privileges,
rights or options entitling the holders thereof to purchase from the
corporation any shares of its capital stock of any class or classes or any
other securities of the corporation, or to convert any other securities of
the corporation into common stock of the corporation, such warrants,
conversion privileges, rights or options to be evidenced by or in such
instrument or instruments as shall be approved by the board of directors or
executive committee. The terms upon which, the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices
(not less than the minimum amount prescribed by law, if any) at which any such
warrants, convertible securities, rights or options may be issued and any such
shares or other securities may be purchased from the corporation, upon the
exercise of any warrant, conversion privilege, right or option shall be such
as shall be fixed and stated in the resolution or resolutions of the board of
directors or executive committee providing for the creation and issue of such
warrants, convertible securities, rights or options. The board of directors
or executive committee is hereby authorized to create and issue any such
warrants, convertible securities, rights or options, from time to time, for
such consideration, and to such persons, firms or corporations, as the board
of directors or executive committee may determine.
ARTICLE IV
CORPORATE EXISTENCE
This corporation shall have perpetual existence.
ARTICLE V
DIRECTORS
The number of directors of this corporation is seven, but may be changed,
but not to less than three, by the affirmative vote of a majority of the whole
board of directors at the time in office or by the affirmative vote of the
holders of at least 75% of the shares of stock of this corporation entitled to
vote thereon. Each director shall serve a term of one year. Any vacancy
occurring in the board of directors may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum. Any director
elected to fill a vacancy, including a vacancy resulting from an increase in
the number of directors, shall hold office until the next annual meeting of
shareholders. In no case, however, will a decrease in the number of directors
shorten the term of any incumbent director. A director shall hold office until
the next annual meeting and until his successor shall be elected and qualify.
A director may only be removed for "cause", which shall be defined for these
purposes as a conviction of a felony, declaration of unsound mind by a court
order, adjudication of bankruptcy, non-acceptance of office or such director
having been adjudged by a court of competent jurisdiction to be liable for
negligence of misconduct in the performance of his duty to this corporation in
a matter of substantial importance to this corporation and such adjudication
is no longer subject to direct appeal. This Article may be amended or repealed
only by the affirmative vote of the holders of at least 75% of the shares of
stock of this corporation entitled to vote thereon.
ARTICLE VI
OFFICERS
The officers of the corporation shall be a president, one or more vice
presidents, a secretary, and a treasurer, and such other officers, with such
titles, as may be prescribed by the board of directors, all of whom shall be
elected by the board of directors or executive committee and shall serve at
the pleasure of the board of directors or executive committee and may be
removed at any time with or without cause, by the board of directors or
executive committee.
ARTICLE VII
INDEMNIFICATION
1. The corporation shall indemnify and hold harmless each person, his
heirs, executors and administrators, who shall serve at any time as a director
or officer of the corporation or, at its request, of any other corporation,
partnership, joint venture, trust, or other enterprise, from and against any
and all claims and liabilities to which such person shall have become subject
by reason of his being or having heretofore or hereafter been a director or
officer of the corporation, or of any other such corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged
to have been heretofore or hereafter taken or omitted by such person as such
director or officer, such indemnification to be in accordance with the laws
of the State of Florida as now in existence or as hereafter amended.
2. The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liability.
3. The corporation, its directors, officers, employees and agent shall
be fully protected in taking any action or making any payment under this
Article VII or refusing to do so, in reliance upon the advice of counsel.
4. In addition to the foregoing provisions, this corporation shall
indemnify each person or party described in paragraph 1 of this Article VII
to the fullest extent permitted by Section 607.014, Florida Statutes.
5. If any part of this Article VII shall be found in any proceeding to
be invalid or ineffective, the remaining provisions shall not be affected.
ARTICLE VIII
SELF DEALING
No contract, act or other transaction between the corporation and any
other person, firm or corporation in the absence of fraud, shall be
invalidated, vitiated or in any way affected by the fact that any one or more
of the directors of the corporation is or are (i) a party or parties to or
interested in such contract, act or transaction or (ii) interested in or a
director or officer or directors or officers of such other corporation. Any
director or directors individually or jointly may in the absence of fraud, be
a party or parties to or may be interested in any contract, act or transaction
of this corporation or in which this corporation is interested. Each and every
person who may become a director of this corporation is hereby relieved in the
absence of fraud, from any obligation to account for profits and from all
other liability which might otherwise arise by reason of contracting with the
corporation for the benefit of himself or any other person or any firm,
association or corporation in which he may be in any way interested or in
which he may be an officer or director. The foregoing provisions shall be
applicable notwithstanding that the director or directors referred to shall
have voted for or shall have been necessary to authorize the contract, act or
transaction in question, or that he or they shall have been present or
necessary to constitute a quorum at the meeting which authorized such
contract, act or transaction.
ARTICLE IX
CONTROL SHARE LAW NOT APPLICABLE
The provisions of Section 607.0902, Florida Statutes, shall not apply
to control-share acquisitions of shares of this corporation.
This Article IX may be amended or repealed only by the affirmative vote
of the holders of at least a majority of the shares of stock of the
corporation entitled to vote thereon; provided, however, if this Article IX
shall be adopted by at least two-thirds of the shares of stock of the
corporation entitled to vote thereon, this Article IX may be amended or
repealed only by the affirmative vote of the holders of at least a
two-thirds majority of the shares of stock of the corporation entitled to
vote thereon.
ARTICLE X
CERTAIN MATTERS RELATING TO SHAREHOLDER ACTIONS
1. Special Meeting of Shareholders. Pursuant to Section 607.0702,
Florida Statutes, special meetings of the shareholders may be called by the
board of directors or by the President. In addition, the Secretary shall call
a meeting if the holders of 50% (but not a lesser number) of all the votes
entitled to be cast on any issue proposed to be considered at the meeting
sign, date, and deliver to the corporation's Secretary one or more written
demands for the meeting describing the purpose or purposes for which it is
to be held.
2. Acting by Shareholders Without A Meeting Prohibited. Pursuant to,
and as permitted by, Section 607.0704, Florida Statutes, the shareholders of
this corporation are prohibited from taking action without a meeting, without
prior notice and without a vote.
3. Nominations of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election by
the shareholders as directors. Nominations of persons for election as
directors of the corporation may be made at a meeting of shareholders at
which directors are being elected (i) by or at the direction of the board of
directors and/or by or at the direction of any committee or person authorized
or appointed by the board of directors or (ii) by any shareholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3. Any
nomination other than those governed by clause (i) of the preceding sentence
shall be made pursuant to timely notice in writing to the Secretary of the
corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 40 days prior to the meeting; provided, however, that in the event
that less than 50 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such shareholder's notice to the
Secretary shall set forth (x) as to each person whom the shareholder proposes
to nominate tor election as a director (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of any shares of the
corporation or any subsidiary of the corporation which are beneficially owned
by such person, and (iv) any other information relating to such person that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to any then existing rule or regulation promulgated under
the Securities Exchange Act of 1934, as amended; and (y) as to the
shareholder giving the notice (i) the name and record address of such
shareholder and (ii) the class and number of shares of the corporation which
are beneficially owned by such shareholder. The corporation may require any
proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of
such proposed nominee as a director. No person shall be eligible for election
as a director unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
Nothing contained herein shall prevent the board of directors from
filling a vacancy including a vacancy resulting from an increase in the number
of directors, as provided in Article V.
This Article X may be amended or repealed only by the affirmative vote
of the holders of at least a majority of the shares of stock of the
corporation entitled to vote thereon; provided, however, if this Article X
shall be adopted by at least two-thirds of the shares of stock of the
corporation entitled to vote thereon, this Article X may be amended or
repealed only by the affirmative vote of the holders of at least a two-thirds
majority of the shares of stock of the corporation entitled to vote thereon.
IN WITNESS WHEREOF these Amended Articles of Incorporation have been
executed by the undersigned officer this 4th day of February, 2015.
FRP HOLDINGS, INC.,
a Florida corporation
By:------------------------------------------
Name: Thompson S. Baker II
Its President
