Exhibit 3(i)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER, FENTRESS & COMPANY
Baker, Fentress & Company, a corporation organized and existing under
the laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:
FIRST: That by unanimous vote of the Board of Directors of
the Company, resolutions were duly adopted setting forth a proposed
amendment to the Restated Certificate of Incorporation of the Company,
declaring such amendment to be advisable and calling for the
consideration of the proposed amendment by the stockholders of the
Company at the next annual meeting. The resolutions setting forth the
proposed amendment are as follows:
RESOLVED, that the Board of Directors of the Company
hereby declares it advisable that the Restated Certificate of
Incorporation of the Company be amended by deletion of
article FIRST and the insertion of the following in lieu
thereof:
"FIRST: The name of the corporation is BKF Capital
Group, Inc."
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, the annual meeting of the stockholders of the Company
was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were
voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That said amendment shall be effective upon filing of
this certificate and the amendment provided for herein shall be
effective as of that time and date.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Norris Nissim, its Vice President, General Counsel and Secretary, this
18th day of April 2000.
BAKER, FENTRESS & COMPANY
By: ________________________________
<PAGE>
Norris Nissim
Vice President, General Counsel
and Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER, FENTRESS & COMPANY
Baker, Fentress & Company, a corporation organized and existing under
the laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:
FIRST: That by unanimous vote of the Board of Directors of
the Company, resolutions were duly adopted setting forth a proposed
amendment to the Restated Certificate of Incorporation of the Company,
declaring such amendment to be advisable and calling a special meeting
of the stockholders of the Company for consideration thereof. The
resolutions setting forth the proposed amendment are as follows:
RESOLVED, that the Board of Directors deems it advisable
and in the best interest of the Company to reduce the number
of outstanding shares of common stock, par value $1.00 per
share, of the Company by effecting a reverse stock split of
the Company's outstanding shares of common stock by
reclassifying each six (6) shares of common stock held into
one (1) share of common stock, par value $1.00 per share; and
FURTHER RESOLVED, that the Board of Directors of the
Company hereby declares it advisable that the Restated
Certificate of Incorporation of the Company be amended by the
deletion of article fourth and the insertion of the following
in lieu thereof:
"FOURTH: The total number of shares of all stock which
the corporation shall have the authority to issue is
60,000,000 shares of common stock, $1 par value per share.
Immediately upon effectiveness of this amendment to the
Restated Certificate of Incorporation of the corporation
pursuant to the General Corporation Law of the State of
Delaware (the "Effective Date"), each six shares issued and
outstanding immediately prior thereto of the corporation's
Common Stock, par value $1.00 per share ("Old Common Stock"),
shall automatically, without further action on the part of
the corporation or any holder of such Old Common Stock, be
reclassified into and become one issued and outstanding share
of the corporation's Common Stock, par value $1.00 per share
("New Common Stock").
The reclassification of the Old Common Stock into New
Common Stock will be deemed to occur as of the Effective
Date, regardless of when the certificatespreviously
representing such shares of Old Common Stock are physically
surrendered to the corporation in exchange for certificates
<PAGE>
representing shares of New Common Stock. From and after the
Effective Date, certificates previously representing shares
of Old Common Stock are hereby canceled and shall, until such
certificates are surrendered to the corporation in exchange
for certificates representing shares of New Common Stock,
represent the number and class of shares of New Common Stock
into which such shares of Old Common Stock shall have been
reclassified pursuant to this amendment; provided, however,
that no dividends or distributions shall be received by a
person holding shares of New Common Stock until the
certificates previously representing shares of Old Common
Stock have been so surrendered for exchange.
In any case in which the reclassification of shares of
Old Common Stock into shares of New Common Stock would
otherwise result in any stockholder holding a fractional
share, the corporation shall, in lieu of issuing any such
fractional share, pay the stockholder for such fractional
share on the basis of the average closing market price on the
New York Stock Exchange of the New Common Stock for the ten
(10) trading days immediately following the Effective Date."
SECOND: That thereafter, pursuant to resolution of its Board
of Directors, a special meeting of the stockholders of the Company was
duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That the effective time and date of said amendment
shall be 12:01 a.m., January 10, 2000, and the amendment provided for
herein shall be effective as of that time and date.
IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by James P. Koeneman, its Executive Vice President and Secretary, this
5th day of January 2000.
BAKER, FENTRESS &COMPANY
By: /s/ James P. Koeneman
---------------------
James P. Koeneman,
Executive Vice President and Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Baker, Fentress & Company, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Baker,
Fentress & Company resolutions were duly adopted setting
forth a proposed amendment to the Amended and Restated
Certificate of Incorporation of said corporation, declaring
such amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof.
The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Company's certificate of incorporation, as
heretofore amended and restated, is hereby further amended by
the deletion of article fourth and the insertion of the
following in lieu thereof:
FOURTH: The total number of shares of all stock which the
corporation shall have authority to issue is 60,000,00 shares
of common stock, $1 par value per share.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said
corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware which meeting the necessary number of
shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said Baker, Fentress & Company has caused this
certificate to be signed by James P. Gorter, its Chairman (CEO), this 27th day
of June, 1996.
BAKER, FENTRESS & COMPANY
By:
-------------------------------
James P. Gorter, Chairman (CEO)
<PAGE>
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER, FENTRESS & COMPANY
It is hereby certified that:
1. The name of the corporation is Baker, Fentress & Company.
2. The certificate of incorporation of the corporation, as heretofore
amended and restated, is hereby further amended by the deletion of article
fourth and the insertion of the following in lieu thereof:
FOURTH: The total number of shares of all stock, which the
corporation shall have authority to issue, is 40,000,000
shares of common stock, $1 par value.
3. The amendment to the Restated Certificate of Incorporation of the
Company herein certified has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of Delaware.
Signed and attested on April 20, 1989.
-----------------------------------
David D. Peterson
President
Attest:
---------------------------------
James P. Koeneman
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER, FENTRESS & COMPANY
It is hereby certified that:
1. The name of the corporation is Baker, Fentress & Company.
2. The certificate of incorporation of the corporation, as
heretofore amended and restated, is hereby further amended by the deletion of
article fourth and the insertion of the following in lieu thereof:
FOURTH: The total number of shares of all stock, which the
corporation shall have authority to issue, is 20,000,000
shares of common stock, $1 par value.
3. Article Eleventh of the Restated Certificate of Incorporation of the
Company is hereby added to read in its entirety as follows:
ELEVENTH. No director shall be personally liable to the corporation or
its stockholders for monetary damages arising out of or
resulting from any breach of fiduciary duty as a director,
except for liability for any (i) breach of the director's
duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve willful
misfeasance, gross negligence or reckless disregard of the
duties involved in the conduct of his office, or intentional
misconduct or a knowing violation of law, (iii) violation of
Section 174 of the General Corporation Law of Delaware, or
(iv) transaction from which the director derived an improper
personal benefit. Neither the amendment or repeal of this
article eleventh nor the adoption of any provision of the
certificate of incorporation inconsistent with this article
eleventh shall eliminate or reduce the effect of this
article on the liability of any director of the corporation
for or with respect to any acts or omissions of such
director occurring prior to such amendment, repeal or
adoption of an inconsistent provision.
4. The amendments to the Restated Certificate of Incorporation of the
Company herein certified have been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.
Signed and attested on June 10, 1987.
<PAGE>
-------------------------------
David D. Peterson
President
Attest:
----------------------------------
James P. Koeneman
Secretary
<PAGE>
BAKER, FENTRESS & COMPANY
Restated Certificate of Incorporation
FIRST. The name of the corporation is Baker, Fentress & Company
SECOND. The address of its registered office in the state of Delaware
is 100 West 10th 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 of
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares of all stock which the corporation
shall have the authority to issue is 10,000,000 shares of common stock, $1 par
value per share.
FIFTH. The board of directors is authorized to make, alter or repeal
the by-laws of the corporation.
SIXTH. The total number of directors constituting the board of
directors of the corporation shall be such number as may be fixed from time to
time in accordance with the by-laws. That number may be increased or decreased
only by the affirmative vote of (i) the holders of at least 80% of the shares of
the corporation then entitled to be voted on such change or (ii) two thirds of
the directors then in office. No decrease in the number of directors shall have
the effect of shortening the term of any director then in office.
The board of directors shall be divided into three classes: class I,
class II and class III. The terms of office of the initial classes of directors
elected at the annual meeting of stockholders in 1984 shall expire at the times
of the annual meetings of the stockholders as follows - class I in 1985, class
II in 1986, and class III in 1987 - or thereafter in each case when their
respective successors are elected and qualified. At each annual election held
after 1984, the directors chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the directors whom they succeed, and
shall be elected for a term expiring at the time of the third succeeding annual
meeting of stockholders, or thereafter in each case when their respective
successors are elected and qualified. The number of directorships shall be
apportioned among the classes so as to maintain the classes as nearly equal in
number as possible.
Any vacancy occurring in the board of directors may be filled by a
majority of the directors then in office. A new directorship resulting from an
increase in the number of directors shall be construed not be to a vacancy. Any
director elected to fill a vacancy shall be in the same class and have the same
remaining term as that of the predecessor.
<PAGE>
A director may be removed with or without cause, but only by action of
stockholders taken by the holders of at least 80% of the shares then entitled to
vote in an election of directors.
A majority of the total number of directors fixed in the by-laws shall
be required to constitute a quorum at meetings of the board of directors.
SEVENTH. Each person who is or was a director or officer of the
corporation, and each person who serves of served at the request of the
corporation as a director or officer of another enterprise, shall be indemnified
by the corporation in accordance with, and to the fullest extent authorized by,
the General Corporation Law of the State of Delaware as it may be in effect from
time to time; provided, however, that this article shall not protect any
director or officer of the corporation against any liability to the corporation
or to its stockholders to which he 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 office; and provide further that this
article shall not apply as to any action, suit or proceeding brought by or on
behalf of a director or officer without prior approval of the board of
directors.
EIGHTH. A favorable vote of the holders of at least 80% of the shares
of the corporation then entitled to be voted on the matter shall be required to
approve, adopt or authorize (i) an amendment to the certificate of incorporation
of the corporation that makes the common stock a redeemable security (as that
term is defined in the Investment Company Act of 1940), (ii) a merger or
consolidation of the corporation with any other corporation, (iii) a sale of all
or substantially all of the assets of the corporation (other than in the regular
course of its investment activities), or (iv) a liquidation or dissolution of
the corporation, unless such action has previously been approved, adopted or
authorized by the affirmative vote of two thirds of the total number of
directors fixed in accordance with the by-laws.
NINTH. No action that requires the vote or consent of stockholders of
the corporation may be taken without a meeting held upon prior notice and a vote
of stockholders.
TENTH. Notwithstanding any other provisions of this certificate of
incorporation or the by-laws of the corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this certificate of
incorporation or the by-laws of the corporation), the amendment or repeal of
article sixth, seventh, eighth or ninth, or of this article tenth, of the
certificate of incorporation shall require the affirmative vote of the holder of
at lease 80% of the shares then entitled to be voted on the matter.
