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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
LEGG MASON, INC.
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, Charles A. Bacigalupo, whose post
office address is 7 East Redwood Street, Baltimore, Maryland
21203, being over eighteen (18) years of age, acting as incorporator,
does hereby form a corporation, under and by virtue of the
Maryland General Corporation Law.
SECOND: The name of the corporation (which is hereinafter
called the "Corporation") is:
LEGG MASON, INC.
THIRD: The purposes for which the Corporation is formed are to
engage in any part of the world in any capacity in any lawful
act or activity for which corporations may be organized under
the Maryland General Corporation Law and to enjoy all powers,
rights and privileges which a corporation organized under the
Maryland General Corporation Law may have under the laws of
the State of Maryland as in force from time to time, including
without limitation all powers, rights and privileges necessary
or convenient in carrying out all those acts
and activities in which it may lawfully engage.
FOURTH: The address of the principal office of the Corporation
in this State is 7 East Redwood Street, Baltimore, Maryland
21203. The name and address of the resident agent of the Corporation
in this State is Charles A. Bacigalupo, 7 East Redwood Street,
Baltimore, Maryland 21203, an individual residing in Maryland.
FIFTH: The aggregate par value of all shares which the
Corporation is authorized to issue is $10,300,000 represented
by 1,000,000 shares of Preferred Stock of the value of $10 per
share; and 3,000,000 shares of Common Stock of the par value
of $.10 per share.
A statement of the preferences, privileges and restrictions
granted to or imposed upon the shares of the stock of the
Corporation or the holders thereof is as follows:
1. Common Stock.
The powers, rights, qualifications, limitations or restrictions
thereof of the Common Stock shall be as follows:
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(a) Dividends on Common Stock. The holders of the outstanding
Common Stock shall be entitled as a class, share for share, to
receive, when and as declared by the Board of Directors, dividends
payable in cash, in property or in shares of Preferred or
Common Stock of the Corporation.
(b) Liquidation. In the event of any dissolution, liquidation
or winding up of the Corporation, the holders of the Common Stock
shall be entitled as a class, share for share, after due payment
or provision for payment of the debts and other liabilities of the
Corporation and the payment of the full preferential amounts to
which the holders of its Preferred Stock are entitled, to share
ratably in the remaining net assets of the Corporation. A
consolidation or merger of the Corporation shall not be deemed
to be a liquidation, dissolution or winding up within the meaning
of this Article.
(c) Redemption of Common Stock by the Corporation. The Common
Stock may be redeemed in whole or in part at the option of the
Board of Directors, at any time or from time to time, at a price
equal to its consolidated book value determined as of the last day
of the month in which the Corporation gives notice of such
redemption ("Valuation Date"), determined in accordance with
generally accepted accounting principles in the following manner
(the "Book Value"):
(i) No allowance of any kind shall be made for the Corporation's
good will or any similar intangible asset.
(ii) All accounts payable shall be taken at the face
amount less discounts deductible therefrom and all accounts
receivable shall be taken at the face amount thereof less a
reasonable reserve for bad debts.
(iii) All unpaid and accrued taxes shall be
deducted as liabilities.
(iv) Every membership on a national securities
exchange held for the benefit of the Corporation or a subsidiary
of the Corporation shall be taken at its fair value, which shall
be the price contracted for at the last sale of a comparable
membership on the Valuation Date, or if there is no sale
contracted for on that date, the value shall be the mean between
the bid and asked prices on that date. If there is no quotation
on the Valuation Date, then the value shall be determined by
the quotation (either of a sale or on a bid and asked basis)
which occurred before and closest in point of time to the Valuation
Date.
(v) All securities owned by the Corporation shall be
taken at their fair market value. The word "securities" as used
in this Article
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FIFTH includes any instrument defined as a "security" by the
Securities Act of 1933.
(vi) All other assets and liabilities shall be taken
as shown on the Corporation's books.
(vii) The excess of the proceeds over the cash surrender
value of any policy of insurance on the life of an employee or
stockholder, or former employee or stockholder, received by
the Corporation or a subsidiary because of the death of the
insured within six (6) months of the Valuation Date shall be excluded.
Not less than thirty (30) nor more than fifty (50) days prior
to the date fixed for redemption, the Corporation shall give
notice by mail, postage prepaid, to any holders of record
of Common Stock to be redeemed, such notice to be addressed to
each such stockholder at his post office address as shown on
the stock transfer books of the Corporation.
The amount of the Common Stock to be redeemed at the option of
the Board of Directors must be approved by a two-thirds (2/3)
vote of the entire Board of Directors but need not be ratable
or proportionate among the holders of the Common Stock.
On or after the date fixed for redemption as stated in such
notice, each holder of Common Stock called for redemption shall
surrender his certificate evidencing such shares to the Corporation
at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price in cash. In
case less than all of the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares. If such notice of redemption
shall have been duly given, and if on the date fixed for redemption
funds necessary for the redemption shall be available therefor, then
notwithstanding that the certificate evidencing any shares of
Common Stock so called for redemption shall not have been surrendered,
all rights with respect to such shares shall forthwith
after such date cease and terminate, except only the right of the
holders, subject to applicable law, to receive the redemption price
without interest upon surrender of the certificate therefor.
(d) Voting. The holders of Common Stock shall be entitled
to notice of all meetings of stockholders, shall have one vote per
share and shall have exclusive voting rights on all questions
requiring a vote of stockholders, except as may be provided in
articles supplementary or as required by law.
(e) Reservation of Rights to Common Stock. Except for and
subject to those rights expressly granted to the holders of the
Preferred Stock, or except as may be provided by
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law, the holders of Common Stock shall have all other rights
of stockholders, including, but not by way of limitation:
(1) voting power for all purposes and the right to all notices of
meetings or of other corporate actions, (2) the right to receive
dividends when and as declared by the Board of Directors out of
assets legally available therefor, and (3) in the event of any
dissolution of, or distribution of assets of, the Corporation, the
right to receive all of the assets of the Corporation remaining
after payment to the holders of Preferred Stock of the specific
amounts, if any, which they are entitled to receive.
2. Preferred Stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the
Preferred Stock shall be as follows:
(a) Issuance in Series. The Board of Directors is expressly
authorized at any time, and from time to time, in addition to and
not in derogation of the rights granted to the Board of Directors
in paragraph 3 of Article SEVENTH, to provide for the issuance of
shares of Preferred Stock in one or more series, with such voting
powers, full or limited, or without voting powers, and with such
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 set forth in articles supplementary filed for record
with the State Department of Assessments and Taxation, and as are
not contrary to those stated and expressed in these articles
of incorporation, or any amendment thereto, including (but without
limiting the generality of the foregoing) the following:
(i) The designation of and number of shares constituting such
series;
(ii) The dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the preference
or relation which such dividends shall bear to the dividends payable
on any other class or classes or of any other series of capital stock,
and whether such dividends shall be cumulative or noncumulative;
(iii) Whether the shares of such
series shall be subject 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 series;
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(v) Whether or not 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 provision be made for conversion
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 series shall be entitled to vote as a class or
otherwise with respect to the election of the directors or
otherwise;
(vii) The restrictions, if any, on the issue or reissue
of any additional Preferred Stock; and
(viii) The rights of the holders of the shares of such
series upon the dissolution of, or upon the distribution of assets
of, the Corporation.
(b) Voting Rights. 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 resolutions of
the Board of Directors creating any series of Preferred Stock, the
holders of any such series shall have no voting power whatsoever.
3. No Pre-emptive Rights.
No holder of shares of Stock of the Corporation of any class shall
be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock, or
securities convertible into stock, of any class whatsoever, whether
now or hereafter authorized, and whether issued for cash, property,
services or otherwise.
SIXTH: The number of directors of the Corporation shall be
twelve which number may be increased or decreased pursuant to the
bylaws of the Corporation, but shall never be less than six. The
names of the directors who shall serve until the first annual meeting
of Stockholders and until their successors are duly elected and
qualify are:
Raymond A. Mason
James W. Brinkley
Edmund J. Cashman, Jr.
Charles A. Bacigalupo
Philip O. Rogers
William C. Cicatelli
Calvert H. Crary
Harry M. Ford, Jr.
Kenneth S. Battye
Allan H. McAlpin, Jr.
Joseph W. Sener, Jr.
Charles T. Williams, Jr.
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SEVENTH: In carrying on its business or for the purpose of
attaining or furthering any of its objects the Corporation shall
have all of the rights, powers and privileges granted to corporations
by the laws of the State of Maryland and the power to do any and all
acts and things which a natural person or partnership could do and
which may now or hereafter be authorized by law, either alone or in
partnership or conjunction with others. In furtherance and
not in limitation of the powers conferred by law, the powers of
the Corporation and of the Directors and Stockholders shall including
the following:
1. Consideration for Shares.
The Board of Directors of the Corporation is hereby empowered to
authorize the issuance of the shares of its stock of any class,
whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or classes, whether now or
hereafter authorized, for such consideration as said Board of
Directors may deem advisable, irrespective of the value or amount
of such consideration, subject to such restrictions or limitations,
if any, as may be set forth in the bylaws and these articles of
incorporation, or any amendment thereto or articles supplementary,
of the Corporation.
2. Reserved Right of Amendment.
The Corporation reserves the right from time to time to make any
amendments of its Charter, now or hereafter authorized by law,
including any amendment which alters the contract rights, as
expressly set forth in its Charter, of any outstanding stock but
no such amendment may change the terms of any class or series of
any class of the outstanding stock unless such change of terms
shall have been authorized by the holders of not less than
two-thirds of all shares of such class or series of such class
at the time outstanding.
3. Classification and Reclassification of Unissued
Shares.
The Board of Directors may without shareholders' authorization,
from time to time, classify or reclassify any unissued shares of
stock by setting or changing the preferences, conversion or other
rights, voting powers, restrictions, limitation as to dividends,
qualifications, or terms or conditions of redemption provided that
before issuing shares of such stock the Corporation shall file
articles supplementary for record with the State Department of
Assessments and Taxation.
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4. Indemnification.
(a) Proceeding not by or on behalf of Corporation. The
Corporation shall indemnify any individual who is a present or
former director or officer, and solely in the discretion of the
Board of Directors may indemnify any agent or employee of the
Corporation or any individual who serves or has served another
corporation, partnership, joint venture, trust or any other
enterprise in one of these capacities at the request of the
Corporation ("Corporate Representative") and who by his position
was, is or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding") not
brought by or on behalf of the Corporation to the full extent
permitted under the Maryland General Corporation Law, as amended
from time to time.
(b) Proceeding by or on behalf of Corporation. The Corporation
shall indemnify any present or former director or officer of the
Corporation and solely in the discretion of the Board of Directors
may indemnify any other Corporate Representative who by reason of
his position was, is or is threatened to be made a party to any
Proceeding brought by or on behalf of the Corporation to the full
extent permitted under the Maryland General Corporation Law, as
amended from time to time.
EIGHTH: The headings of various paragraphs in these
Articles are intended for convenience of reference and are
not to be construed as part of the text.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation
on this 13th day of January, 1981.
/s/ Charles A. Bacigalupo
Charles A. Bacigalupo
