ARTICLES OF INCORPORATION
OF
COPLEY FUND, INC.
THE UNDERSIGNED incorporator, for the purpose of forming a corporation
under the Florida Business Corporation Act, hereby adopts the following
Articles of Incorporation:
ARTICLE I
The name of the corporation shall be:
COPLEY FUND, INC.
ARTICLE II
The purposes for which it is formed are:
To act as an open-end investment company of the management type
registered as such with the Securities and Exchange Commission.
To engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law Provided that the corporation
is not formed to engage in any act or activity which requires the consent
or approval of any state official, department, board, agency or other body,
without such consent or approval first being obtained.
ARTICLE III
The address of the principal office as well as its mailing address is:
245 Sunrise Ave., Palm Beach, FL 22469.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is five million $5,000,000 of the par value of One Cent
($.01) each.
ARTICLE V
The name and address of the initial registered agent which is to be the
agent of the corporation upon whom process against it may be served, is
Thomas C. Henry, 175B U.S. Highway 1, Suite 287, Tequesta, FL 22469.
ARTICLE VI
The name and street address of the incorporator to these Articles of
Incorporation is: Thomas C. Henry, 175B U.S. Highway 1, Suite 287,
Tequesta, FL 22469.
ARTICLE VII
No shareholder of this corporation shall by reason of his holding shares
of any class have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of this corporation, now or hereafter to
be authorized, or any shares or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares or other
securities, would adversely affect the dividend or voting rights of such
holders, other than such rights, if any, as the board of directors, in its
discretion from time to time may grant, and at such price as the board of
directors in its discretion may fix: and the board of directors may issue
shares of any class of this corporation or other securities convertible into
or carrying options or warrants to purchase shares of any class, without
offering any such shares of any class, either in whole or in part, to the
existing shareholders of any class.
ARTICLE VIII
(a) Each director and officer of the corporation shall be indemnified
by the corporation against liabilities, fines, penalties and claims imposed
upon or asserted against him (including amounts paid in settlement) by reason
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of having been such a director or officer and against all expenses (including)
counsel fees) reasonably incurred by him in connection therewith in
accordance with and to the fullest extent permitted by the Florida Business
Corporation Act, the Securities Exchange Act of 1933, The Investment Company
Act of 1940 and the regulations promulgated thereunder.
(b) Each director and officer shall be indemnified by the corporation
against liabilities, fines, penalties and claims imposed upon or asserted
against him (including amounts paid in settlement) by reason of having been
such a director or officer, whether or not then continuing so to be, and
against all expenses (including counsel fees) reasonably incurred by him in
connection therewith, except in relation to matters as to which he shall have
been finally adjudicated in any proceeding guilty of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office (hereinafter "disabling conduct"). In the absence of
an adjudication of disabling conduct in any such proceeding or in the
instance of a settlement thereof, indemnification shall be made provided
there is first obtained: (1) a final decision on the merits by a court or
other body before whom the proceeding was brought that the person to be
indemnified (hereinafter "indemnitee") was not liable by reason of disabling
conduct or, (2) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of disabling conduct, by (a) the vote of a majority of a
quorum of directors who are neither "interested persons" of the company, as
defined in Section 2(a) (19) of the Investment Company Act of 1940, nor
parties to the proceeding, or (b) an independent legal counsel in a written
opinion, or (c) a dismissal of a court action or administrative proceeding
against an indemnitee for insufficiency of evidence of any disabling conduct
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with which he may have been charged, or (d) a determination of entitlement to
indemnity made by any other "reasonable and fair means."
(c) The corporation shall advance attorney's fees and other expenses
incurred by its directors or officers in defending a proceeding upon the
undertaking by the indemnitee to repay the advance in the event it is
determined that he is not entitled to indemnification pursuant to (b) above;
provided however, that prior to such advance: (1) the indemnitee shall
provide a security for his undertaking, or (2) the corporation shall be
insured against losses arising from unlawful advances, or (3) a majority of
a quorum of the disinterested, non-party directors of the corporation, or an
independent legal counsel in a written opinion, shall determine, based upon
a review of the readily available facts that there is reason to believe that
the indemnitee ultimately will be entitled to indemnification. Every
reference herein to director or officer shall include every director or
officer or former director or officer of the corporation and every person who
may have served at its request as a director, or officer or other official
serving in an equivalent capacity for another corporation or unincorporated
business entity in which the corporation owns shares of stock or has an
equity interest or of which it is a creditor or, in the case of a non-stock
corporation, to which the corporation contributes, and in all of such cases,
his personal representatives, executors and administrators. The right of
indemnification hereby provided shall not be exclusive of any other rights to
which any director or officer may be entitled.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 17th day of May, 1994.
/s/Thomas C. Henry
Thomas C. Henry
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