RESTATED CERTIFICATE OF INCORPORATION
OF
DMI FURNITURE, INC.
Pursuant to Section 245 of the General Corporation Law of
the State of Delaware, DMI Furniture, Inc., a Delaware
corporation, (the "Corporation") hereby certifies as follows:
1. The Corporation's present name is "DMI Furniture, Inc."
The Corporation was originally incorporated under the name "Dolmad
Corporation." The Corporation's original certificate of
incorporation was filed with the Secretary of State of the State
of Delaware on January 29, 1969 and was most recently amended and
restated on March 23, 1995.
2. Pursuant to Section 243 of the General Corporation Law,
the Corporation retired all of the 2,020,000 authorized shares of
its Series C Preferred Stock, par value $2.00 per share, upon the
filing of a Certificate of Retirement with the Secretary of State
of Delaware on May 25, 2000.
3. The Corporation's Certificate of Incorporation is
hereby restated to eliminate all references to the Corporation's
retired Series C Preferred Stock and shall read in its entirety
as so restated as follows:
FIRST: The name of the Corporation is DMI Furniture, Inc.
SECOND: The address of its registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH:
(a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 11,600,000
shares, consisting of 2,000,000 shares of Series D Preferred
Stock, par value $10 per share (herein called the "Series D
Preferred Stock"); and 9,600,000 shares of Common Stock, par
value $0.10 per share (herein called the "Common Stock"). Except
as otherwise provided in this Article FOURTH, including, without
limitation, part I hereof, all shares of Preferred Stock shall
rank senior with respect to the Common Stock. All cross-
references in each part of this Article FOURTH refer to other
paragraphs in such part unless otherwise indicated.
(b) The following is a statement of the designations
and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class of
stock of the Corporation:
I
SERIES D PREFERRED STOCK
1. The Series D Preferred Stock may be issued from time to
time in one or more subseries, the shares of each subseries to
have such voting powers, full or limited, and such designations,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions
thereof as are stated and expressed herein or in the resolution
or resolutions providing for the issue of such subseries adopted
by the Board of Directors as hereinafter provided.
2. Authority is hereby granted to the Board of Directors
of the Corporation, subject to the provisions of this Article
FOURTH and to the limitations prescribed by law, to authorize the
issue of one or more subseries of Series D Preferred Stock and
with respect to each subseries to fix by resolution or resolu
tions providing for the issue of such subseries the voting pow
ers, full or limited, if any, of the shares of such subseries and
the designations, preferences and relative, participating, option
al or other special rights and the qualifications, limitations or
restrictions thereof. The authority of the Board of Directors
with respect to each subseries shall include, but not be limited
to, the determination or fixing of the following:
(i) The designation of such subseries.
(ii) The dividend rate of such subseries, the condi
tions and dates upon which such dividends shall be payable, the
relation which such dividends shall bear to the dividends payable
on any other class or classes of stock, and whether such divi
dends shall be cumulative or noncumulative.
(iii) Whether the shares of such subseries shall be sub
ject to redemption by the Corporation and, if made subject to
such redemption, the times, prices and other terms and conditions
of such redemption.
(iv) The terms and amount of any sinking fund provided
for the purchase or redemption of the shares of such subseries.
(v) Whether or not the shares of such subseries 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
stock of the Corporation, and, if provision be made for conver
sion or exchange, the times, prices, rates, adjustments, and
other terms and conditions of such conversion or exchange.
(vi) The extent, if any, to which the holders of the
shares of such subseries shall be entitled to vote with respect
to the election of directors or otherwise.
(vii) The restrictions, if any, on the issue or reissue
of any additional Series D Preferred Stock, and subseries there
of.
(viii) The rights of the holders of the shares of such
series and subseries thereof upon the dissolution of, or upon the
distribution of assets of, the Corporation.
3. Except as otherwise required by law and except for such
voting powers with respect to the election of directors or other
matters as may be stated in the resolution or resolutions of the
Board of Directors providing for the issue of any subseries of
Series D Preferred Stock, the holders of any such subseries shall
have no voting power whatsoever.
4. The Corporation may from time to time issue and dispose
of any of the authorized and unissued shares of Series D Pre
ferred Stock for such consideration, not less than its par value,
as may be fixed from time to time by the Board of Directors,
without action by the Stockholders. The Board of Directors may
provide for payment thereof to be received by the Corporation in
cash, property or services. Any and all such shares of the
Series D Preferred Stock of the Corporation the issuance of which
has been so authorized, and for which consideration so fixed by
the Board of Directors has been paid or delivered, shall be fully
paid and non-assessable.
II
COMMON STOCK
1. Dividends. Subject to all prior rights of holders of
the Corporation's Preferred Stock of any class or series, holders
of shares of Common Stock shall be entitled to dividends when, as
and if declared by the Corporation's Board of Directors out of
funds legally available therefor.
2. Liquidation. Upon any liquidation, dissolution or wind
ing up of the Corporation, after any other payments required by
the provisions of this Article FOURTH to be made to holders of
securities of the Corporation ranking senior to the Common Stock,
shall have been made, the holders of Common Stock shall be
entitled equally on a share-for-share basis to receive any and
all assets remaining to be paid or distributed to stockholders of
the Corporation, and holders of Preferred Stock of any class or
series shall not be entitled to shares therein.
3. Voting. Except as otherwise provided by law or by
express provision of this Certificate of Incorporation, each
share of Common Stock shall be entitled to one vote on any matter
submitted for the vote or written consent of stockholders of the
Corporation, including the election of directors.
4. Fully Paid and Non-Assessable. Shares of Common Stock
shall be fully paid and non-assessable.
FIFTH: The number of directors which shall constitute the
whole board of directors shall be no less than five (5) and no
more than nine (9), all of whom shall be elected by the holders
of the voting stock of the Corporation.
SIXTH: The Corporation shall make, not less than once annu
ally in advance of its annual meeting of stockholders, periodic
reports to its stockholders which shall include balance sheets
and profit and loss statements of the Corporation prepared in
accordance with sound business and accounting practice. Any such
annual reports shall be certified by a firm of certified public
accountants of good standing.
SEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly author
ized to adopt, amend or repeal the by-laws of the Corporation.
EIGHTH: Election of directors need not be by written bal
lot.
NINTH: A director of the Corporation shall not be person
ally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or
modification of this paragraph by the stockholders of the Corpora
tion shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director of the Cor
poration existing at the time of such repeal or modification.
5. This Restated Certificate of Incorporation of the
Corporation was duly adopted by the Board of Directors without
the vote of stockholders in accordance with the provisions of
Section 245 of the General Corporation Law and restates and
integrates but does not further amend the provisions of the
Corporation's Certificate of Incorporation.
6. This Restated Certificate of Incorporation shall be
known as the "2000 Restated Certificate of Incorporation of DMI
Furniture, Inc."
IN WITNESS WHEREOF, DMI Furniture, Inc., has caused its
Chairman and its Secretary to sign and attest this Amended and
Restated Certificate of Incorporation on December 15, 2000.
DMI FURNITURE, INC.
By /s/ Donald D. Dreher
Donald D. Dreher
Chairman of the Board,
President and Chief
Executive Officer
ATTEST:
/s/ Joseph G. Hill
Joseph G. Hill, Secretary
