EX. (A) - RESTATED CERTIFICATE OF INCORPORATION
Published on March 22, 2004
Exhibit (a)
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CERTIFICATE OF INCORPORATION
OF
HARRIS & HARRIS GROUP, INC.
1. The name of the Corporation is Harris & Harris Group, Inc.(1)
2. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business
Corporation Law. The Corporation is not formed to engage in any act or
activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained.(2)
3. The office of the Corporation is to be located in the County of
New York and State of New York.
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(1) 08/11/88 - Certificate of Amendment of the Certificate of Incorporation
of The Lexington Group, Inc. Under Section 805 of the Business
Corporation Law changed the name of the Corporation from The
Lexington Group, Inc. to Harris & Harris Group, Inc., paragraph 3 and
4(a).
04/15/86 - Certificate of Amendment to the Certificate of Incorporation of
Equine Corporation Under Section 805 of the Business Corporation Law
changed the name of the Corporation from Equine Corporation to The
Lexington Group, Inc., paragraph 3.
06/18/85 - Certificate of Amendment to the Certificate of Incorporation of
Sovereign Thoroughbreds, Inc. Under Section 805 of the Business
Corporation Law changed the name of the Corporation from Sovereign
Thoroughbreds, Inc. to Equine Corporation, paragraph 3.
03/22/82 - Certificate of Amendment to the Certificate of Incorporation of
Sovereign ThoroughBreeders, Inc. Under Section 805 of the Business
Corporation Law changed the name of the Corporation from Sovereign
ThoroughBreeders, Inc. to Sovereign Thoroughbreds, Inc., paragraph 3.
08/05/81-Certificate of Incorporation of Sovereign ThoroughBreeders, Inc.
Under Section 402 of the Business Corporation Law, Article 1. The
Corporation was formed under the name of Sovereign ThoroughBreeders,
Inc.
(2) 08/03/89 - Certificate of Amendment of the Certificate of
Incorporation of Harris & Harris Group, Inc. Under Section 805 of the
Business Corporation Law, paragraph 4.
4. The aggregate number of shares which the Corporation shall have
authority to issue is 27,000,000 shares, consisting of 25,000,000 shares of
Common Stock, par value one cent ($.01) per share, and 2,000,000 shares of
Preferred Stock, par value ten cents ($.10) per share.(3) The designations,
relative rights, preferences and limitations of the shares of each class shall
be as follows: Subject to the provisions hereof the Board of Directors is
hereby expressly authorized to divide shares of Preferred Stock into one or
more series, to issue the shares of Preferred Stock in such series, and to fix
the number of shares to be included in each series, and the designation,
relative rights, preferences and limitations of all shares of each series. The
authority of the Board of Directors with respect to each series shall include,
without limitation, the determination of any or all of the following matters:
(a) the number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;
(b) the annual dividend rate on the shares of such series and whether
such dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(c) the redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
(d) the preference, if any, of shares of such series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(e) the voting rights (including but not limited to, the number of
votes per share), if any, of shares of such series in addition to voting
rights prescribed by law, and the terms, if any, of such voting rights;
(f) the rights, if any, of shares of such series to be converted into
shares of any other class or series, including Common Stock, and the terms and
conditions of such conversion;
(g) the terms or amount of any sinking fund provided for the purchase
or redemption of such series; and
(h) any other relative rights, preferences and limitations of such
series.
The shares of each series of Preferred Stock may vary from the shares of any
other series of Preferred Stock as to any of such matters.(4)
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(3) 04/15/86 - Certificate of Amendment to the Certificate of
Incorporation of Equine Corporation Under Section 805 of the Business
Corporation Law increased the number of Authorized shares of common
stock from 10,000,000 to 25,000,000, paragraph 3.
(4) 07/23/84 - Certificate of Amendment to the Certificate of
Incorporation of Sovereign Thoroughbreds, Inc. Under Section 805 of
the Business Corporation Law, paragraph 4.
5. Each share of Common Stock shall be equal in all respects to every
other share of Common Stock.(5)
6. No shareholder of the Corporation shall have preemptive or
preferential rights to any shares of any class of stock of the Corporation or
obligations convertible into stock of the Corporation whether now or hereafter
authorized.(6)
7. The Secretary of State is designated as the agent of the
Corporation upon whom process against it may be served. The post office
address to which the Secretary of State shall mail a copy of any process
against the Corporation served upon him is:
One Rockefeller Plaza
Suite 1430
New York, New York 10020(7)
Attention: The Chairman of the Board of Directors(8)
8. Each person who at any time is or was a director or officer of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted by the New York Business Corporation Law as it may be amended or
interpreted from time to time, including the advancing of expenses, subject to
any limitations imposed by the Investment Company Act of 1940 and the Rules
and Regulations promulgated thereunder. Furthermore, to the fullest extent
permitted by New York law, as it may be amended or interpreted from time to
time, subject to the limitations imposed by the Investment Company Act of 1940
and the Rules and Regulations promulgated thereunder, no director or officer
of the Corporation shall be personally liable to the Corporation or its
stockholders for any act or failure to act in any capacity for which such
person would be entitled to indemnification hereunder. No amendment of the
Certificate of Incorporation of the Corporation or repeal of any of its
provisions shall limit or eliminate any of the benefits provided to any person
who at any time is or was a director or officer of the Corporation under this
Article in respect of any act or omission that occurred prior to such
amendment or repeal.(9)
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(5) 11 /02/89 - Certificate of Correction of the Restated Certificate of
Amendment of Harris & Harris Group, Inc. Under Section 105 of the
Business Corporation Law, paragraph 4(b). With the insertion of
Article 5, the former Articles 5 and 6 of the Certificate of
Incorporation are renumbered Articles 6 and 7.
(6) 11/02/89 - Certificate of Correction of the Restated Certificate of
Incorporation of Harris & Harris Group, Inc. Under Section 105 of the
Business Corporation Law, paragraph 4(b). Articles 6 and 7 of the
Corporation's Certificate of Incorporation, as restated in numbered
paragraph 3 of the Restated Certificate of Incorporation, are
renumbered as Articles 7 and 8.
(7) 12/27/95- Certificate of Change of Harris & Harris Group, Inc. Under
Section 805-A of the Business Corporation Law, paragraph 3.
(8) 08/04/89 - Restated Certificate of Incorporation of Harris & Harris
Group, Inc. Under Section 807 of the Business Corporation Law,
paragraph 3.
11/02/89 - Certificate of Correction of the Restated Certificate of
Incorporation of Harris & Harris Group, Inc. Under Section 105 of the
Business Corporation Law. Corrects the Restated Certificate of
Incorporation by designating the referenced Article 6 as Article 7 of
the Certificate of Incorporation, paragraph 3.
(9) 04/23/93 - Certificate of Amendment of Incorporation of Harris &
Harris Group, Inc. Under Section 805 of the Business Corporation Law,
paragraph 3(b).
IN WITNESS WHEREOF, we have made and signed this certificate this 14th day of
November, A.D. 1996 and we affirm the statements contained therein as true
under penalties of perjury.
/s/ Robert B. Schulz
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Robert B. Schulz, President
/s/ Rachel M. Pernia
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Rachel M. Pernia, Corporate Secretary