EXHIBIT 3(a)
ARTICLES OF INCORPORATION
OF
SBM CERTIFICATE COMPANY
FIRST: The undersigned, John J. Lawbaugh, whose address is 2 Wisconsin
Circle,Seventh Floor, Chevy Chase, MD 20815, being at least eighteen (18)
years of age does hereby file these Articles of Incorporation forming a
corporation under the general laws of the State of Maryland, as set forth
below.
SECOND: The name of the corporation ("Corporation") is:
SBM Certificate Company
THIRD: The purposes for which the Corporation is formed are as follows:
(A) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to
the conduct of such operations.
(B) In general, to carry on any other business in connection with
or incidental to the foregoing purpose, to have and exercise all
the powers conferred upon corporations by the laws of the State of
Maryland as in force from time to time, to do everything
necessary, suitable, or proper for the attainment of any object or
the furtherance of any power not inconsistent with Maryland law,
either alone or in association with others, and to take any action
incidental or appurtenant to or growing out of or connected with
the Corporation's business or purposes, objects, or powers.
(C) To conduct and carry on its business, or any part thereof, to
have one or more offices, and to exercise any or all of its
corporate powers and rights, in the State of Maryland, in other
states, territories, districts, colonies, and dependencies of the
United States, and in any or all foreign countries.
The foregoing clauses shall be construed both as objects and
powers, and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Corporation, within
the fullest extent of the law.
FOURTH: The address of the principal office of the Corporation in
the State of Maryland is: SBM Certificate Company, 2 Wisconsin Circle, Seventh
Floor, Chevy Chase, MD 20815. The name and address of the resident agent of
the Corporation in the State of Maryland is John J. Lawbaugh, 2 Wisconsin
Circle, Seventh Floor, Chevy Chase, MD 20815. The resident agent resides in,
and is a citizen of, the State of Maryland.
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FIFTH: CAPITAL STOCK.
(A) GENERAL. The total number of shares of stock which the
Corporation, by resolution or resolutions of the Board of
Directors, shall have authority to issue is Ten Million
(10,000,000) shares, par value of One Cent ($0.01) per share, such
shares having an aggregate par value of One-Hundred Thousand
Dollars ($100,000). All such shares are herein classified as
"Common Stock," subject, however, to the authority hereinafter
granted to the Board of Directors to classify or reclassify any
such shares that are issued in accordance with subparagraph (B)
below.
(B) CLASSIFICATION. The Board of Directors is hereby expressly
granted authority to classify or reclassify any unissued stock
(whether now or hereafter authorized) from time to time by setting
or changing the preferences, conversion, or other rights, voting
powers, restrictions, limitations as to dividends, qualifications,
valuation, or terms or conditions of redemption of such shares of
stock.
SIXTH:
(A) NUMBER OF DIRECTORS. The number of Directors of the
Corporation shall be 3, or such other number as may from time to
time be fixed by the By-Laws of the Corporation, or pursuant to
authorization contained in such By-Laws, but the number of
Directors shall never be less than (i) three (3) or (ii) the
number of shareholders of the Corporation, whichever is less. John
J. Lawbaugh shall serve as the Corporation's initial Director
until the first meeting of shareholders and until his successor is
duly chosen and qualified.
(B) REMOVAL OF DIRECTORS. The shareholders of the Corporation may
remove any Director, of the Corporation prior to the expiration of
his or her term of office for cause, and not otherwise, by the
affirmative vote of a majority of all votes entitled to be cast
for the election of Directors.
SEVENTH: POWERS OF THE CORPORATION AND ITS DIRECTORS AND SHAREHOLDERS.
(A) GENERAL. All corporate powers and authority of the Corporation
(except as otherwise provided by statute, by these Articles of
Incorporation, or by the By-Laws of the Corporation) shall be
vested in and exercised by the Board of Directors.
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(B) PORTFOLIO SECURITIES. Subject to the requirements of
applicable law, the Board of Directors shall have the power to
determine or cause to be determined the nature, quality,
character, and composition of the portfolio of securities and
investments of the Corporation, but the foregoing shall not limit
the ability of the Board of Directors to delegate such power to a
Committee of the Board of Directors or to an officer of the
Corporation, or to enter into an investment advisory or management
contract as described in paragraph (E)(v) of this Article
(C) ISSUANCE OF SHARES. The Board of Directors may from time to
time issue and sell or cause to be issued and sold any of the
Corporation's authorized shares. All such authorized shares, when
issued in accordance with the terms of this paragraph shall be
fully paid and nonassessable. No holder of any shares of the
Corporation shall be entitled, by reason of holding or owning such
shares, to any prior, preemptive, or other right to subscribe to,
purchase, or otherwise acquire any additional shares of the
Corporation subsequently issued for cash or other consideration or
by way of a dividend or otherwise. Shares of the Corporation,
whether now or hereafter authorized or created, may be issued,
reissued, or transferred, if the same have been reacquired and
have treasury status, to such persons, firms, corporations, and
associations, and for such lawful consideration, and on such terms
as the Board of Directors in its discretion may determine, without
first offering the same, or any portion thereof, to any said
holder. The Board of Directors may issue and sell fractions of
shares having pro rata all the rights of full shares, including,
without limitation, the right to vote and to receive dividends.
(D) ELECTION OF DIRECTORS. Voting power in the election of
Directors and for all other purposes shall be vested exclusively
in the holders of the Corporation's authorized and issued shares.
(E) MISCELLANEOUS.
(i) COMPENSATION OF DIRECTORS. The Board of Directors shall
have power from time to time to authorize payment of
compensation to the Directors for services to the Corporation,
including fees for attendance at meetings of the Board of
Directors and of committees of the Board of Directors.
(ii) INSPECTION OF CORPORATION'S BOOKS. The Board of Directors
shall have power from time to time to determine whether and to
what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the
Corporation or any of them shall be open to the inspection of
shareholders; and no shareholder, shall have any right to
inspect any account, book, or document of the Corporation
except as at the time and to the extent required by applicable
law, unless authorized by a resolution of the shareholders or
the Board of Directors.
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(iii) RESERVATION OF RIGHT TO AMEND. The Corporation reserves
the right to make any amendment 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, and all rights herein
conferred upon shareholders are granted subject to such
reservation. The Board of Directors shall have the power to
adopt, alter, or repeal the By-Laws of the Corporation, except
to the extent that the By-Laws otherwise provide, or as
otherwise provided by applicable law.
(iv) DETERMINATION OF NET PROFITS, DIVIDENDS, ETC. The Board
of Directors is expressly authorized to determine, in
accordance with generally accepted accounting principles and
practices, what constitutes net profits, earnings, surplus, or
net assets in excess of capital, and to determine what
accounting periods, whether daily, annual, or any other
period, shall be used by the Corporation, for any purpose; to
set apart out of any funds of the Corporation, such reserves
for such purposes as it shall determine and to abolish the
same; to declare and pay dividends and distributions in cash,
securities, or other property from surplus or any funds
legally available therefor, in such amounts and at such
intervals (which may be as frequently as daily) or on such
other periodic basis, as it shall determine; to declare such
dividends or distributions by means of a formula or other
method of determination, at meetings held less frequently than
the frequency of the effectiveness of such declarations; to
establish payment dates for dividends or any other
distributions on any basis, including dates occurring less
frequently than the effectiveness of the declaration thereof;
and to provide for the payment of declared dividends on a date
earlier than the specified payment date in the case of
shareholders of the Corporation redeeming their entire
ownership of shares of the Corporation.
(v) CONTRACTS. The Board of Directors may in its discretion
from time to time enter into an underwriting contract or
contracts providing for the sale of the securities of the
Corporation. The Board of Directors may in its discretion from
time to time enter into an investment advisory or management
contract whereby the other party to such contract shall
undertake to furnish to the Corporation, such management,
investment advisory, statistical and research facilities and
services, and such other facilities and services, if any, and
all upon such terms and conditions, as the Board of Directors
may in its discretion determine. Any contract of the character
described in the paragraphs above or for services as
custodian, transfer agent, or disbursing agent or related
services, or any other type of contract or transaction, may be
entered into with any corporation, firm, trust, or
association, although one or more of the Directors or officers
of the Corporation may be an officer, director,
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trustee, shareholder, or member of such other party, or may
have a material financial interest in the contract or
transaction, and no such contract or transaction shall be
invalidated or rendered violable by reason of the existence of
any such relationship or interest, nor shall any person
holding such relationship or interest be liable merely by
reason of such relationship or interest for any loss or
expense to the Corporation under or by reason of said contract
or transaction, or be accountable for any profit realized
directly or indirectly therefrom, provided that such
relationship or interest is disclosed or otherwise known to
the Board of Directors, and the Board of Directors authorizes,
approves or ratifies the contract or transaction by the
affirmative vote of the majority of the disinterested
Directors, except as otherwise provided by applicable law. Any
contract entered into pursuant to the first two paragraphs of
this paragraph (E)(v) of Article SEVENTH shall be consistent
with and subject to the requirements of Section 15 of the 1940
Act, to the extent applicable, with respect to its continuance
in effect, its termination, and the method of authorization
and approval of such contract or renewal thereof.
(vi) SHAREHOLDER VOTING. On each matter submitted to a vote of
the shareholders, each holder of a share shall be entitled to
one vote for each whole share and to a proportionate
fractional vote for each fractional share standing in his name
on the books of the Corporation, except as otherwise provided
in paragraph (E)(ix) of Article FIFTH. Notwithstanding any
provision of Maryland Law requiring a greater proportion than
a majority of the votes of shares of stock entitled to be cast
to take or authorize any action, such action may, subject to
other applicable provisions of law, these Articles of
Incorporation, and the By-Laws of the Corporation, be taken or
authorized upon the concurrence of a majority of the aggregate
number of the votes entitled to be cast thereon. Except as
otherwise provided by law, the presence in person or by proxy
of the holders of record of one-third of the shares of stock
issued and outstanding and entitled to vote thereon shall
constitute a quorum for the transaction of any business at all
meetings of the shareholders.
(vii) CERTIFICATES. The Board of Directors of the Corporation
may by resolution authorize the issuance of some or all of the
shares of the Corporation's Common Stock without certificates.
(viii) INDEMNIFICATION AND LIMITATION OF LIABILITY. To the
fullest extent permitted by Maryland and Federal law, as
amended or interpreted, no Director or officer of the
Corporation shall be personally liable to the Corporation or
the holders of shares of its series or classes for money
damages and each Director and officer shall be indemnified
(including any advancement of expenses) by the Corporation;
PROVIDED, HOWEVER, that nothing herein shall be deemed to
protect or purport to protect any Director or officer of the
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Corporation against any liability to the Corporation or the
holders of its shares to which such Director or officer would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his or her office. This limitation
on liability applies to events occurring at the time a person
serves as a director or officer of the Corporation whether or
not such person is a director or officer at the time of any
proceeding in which liability is asserted.
EIGHTH: References in these Articles to the 1940 Act shall mean the
InvestmentCompany Act of 1940, the rules thereunder, and, where applicable,
published cases and interpretative letters of the Securities and Exchange
Commission.
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IN WITNESS WHEREOF, the undersigned incorporator of SBM Certificate
Company, who executed the foregoing Articles of Incorporation, hereby
acknowledges the same to be his act on this 25th day of May, 2000.
/S/ JOHN J. LAWBAUGH /S/ JOHN J. LAWBAUGH
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John J. Lawbaugh. John J. Lawbaugh
Incorporator Resident Agent
WHEN RECORDED RETURN TO:
John J. Lawbaugh
2 Wisconsin Circle, Seventh Floor
Chevy Chase, MD 20815
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