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EDEN BIOSCIENCE CORPORATION
RESTATED
ARTICLES OF INCORPORATION
ARTICLE 1. NAME
The name of this corporation is Eden Bioscience Corporation.
ARTICLE 2. CAPITAL STOCK
2.1 AUTHORIZED CAPITAL
The total number of shares that this corporation is authorized to issue
is 110,000,000, consisting of 100,000,000 shares of Common Stock, par value
$.0025 per share, and 10,000,000 shares of Preferred Stock, par value $.01 per
share. The Common Stock is subject to the rights and performances of Preferred
Stock as set forth below.
2.2 ISSUANCE OF PREFERRED STOCK IN SERIES
The Preferred Stock may be issued from time to time in one or more
series in any manner permitted by law and the provisions of these Restated
Articles of Incorporation, as determined from time to time by the Board of
Directors and stated in the resolution or resolutions providing for its
issuance, prior to the issuance of any shares. The Board of Directors shall have
the authority to fix and determine and to amend, subject to these provisions,
the designation, preferences, limitations and relative rights of the shares of
any series that is wholly unissued or to be established. Unless otherwise
specifically provided in the resolution establishing any series, the Board of
Directors shall further have the authority, after the issuance of shares of a
series whose number it has designated, to amend the resolution establishing such
series to decrease the number of shares of that series, but not below the number
of shares of such series then outstanding.
ARTICLE 3. REGISTERED OFFICE AND AGENT
The address of the registered office of the corporation is 1201 Third
Avenue, 40th Floor, Seattle, Washington 98101-3099, and the name of the
registered agent at such address is Lawco of Washington, Inc.
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ARTICLE 4. PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 5. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE 6. DIRECTORS
The number of Directors of this corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. At the first annual election of Directors
following the date of these Articles of Incorporation, the Board of Directors
shall be divided into three classes, with said classes to be as equal in number
as may be possible, with any Director or Directors in excess of the number
divisible by three being assigned to Class 3 and Class 2, as the case may be. At
the first election of Directors to such classified Board of Directors, each
Class 1 Director shall be elected to serve until the next ensuing annual meeting
of shareholders, each Class 2 Director shall be elected to serve until the
second ensuing annual meeting of shareholders and each Class 3 Director shall be
elected to serve until the third ensuing annual meeting of shareholders. At each
annual meeting of shareholders following the meeting at which the Board of
Directors is initially classified, the number of Directors equal to the number
of Directors in the class whose term expires at the time of such meeting shall
be elected to serve until the third ensuing annual meeting of shareholders.
Notwithstanding any of the foregoing provisions of this Article, Directors shall
serve until their successors are elected and qualified or until their earlier
death, resignation or removal from office, or until there is a decrease in the
number of Directors.
The Directors of this corporation may be removed only for cause; such
removal shall be by the holders of not less than two-thirds of the shares
entitled to elect the Director or Directors whose removal is sought in the
manner provided by the Bylaws.
ARTICLE 7. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of this corporation, subject to the power of the shareholders to
amend or repeal such Bylaws. The shareholders shall also have the power to amend
or repeal the Bylaws of this corporation and to adopt new Bylaws.
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ARTICLE 8. AMENDMENTS TO ARTICLES
This corporation reserves the right to amend or repeal any of the
provisions contained in these Amended and Restated Articles of Incorporation in
any manner now or hereafter permitted by law, and the rights of the shareholders
of this corporation are granted subject to this reservation. The limitations on
amendment of these Articles of Incorporation set forth in Section 8.1, 8.2 and
8.3 shall apply.
8.1. SUPERMAJORITY VOTING
Except as provided in Section 8.2 or Section 8.3, the following Articles
may be amended or repealed only upon the affirmative vote of the holders of at
least two-thirds of the outstanding shares entitled to vote thereon and, to the
extent, if any, provided by resolution adopted by the Board authorizing the
issuance of a class or series of Common Stock or Preferred Stock, by the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of such class or series, voting as a separate voting group:
Article 6 ("Directors")
Article 8 ("Amendments to Articles of Incorporation")
Article 9 ("Limitation of Director Liability")
Article 10 ("Indemnification")
Article 11 ("Special Meeting of Shareholders")
8.2. MAJORITY VOTING
Notwithstanding the provisions of Section 8.1, and except as provided in
Section 8.3, an amendment or repeal of an Article identified in Section 8.1 that
is approved by a majority of the Continuing Directors (as defined in Section
8.3), voting separately and as a subclass of Directors, shall require the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote thereon and, to the extent, if any, provided by resolution
adopted by the Board of Directors authorizing the issuance of a class or series
of Common Stock or Preferred Stock or required by the provisions of the
Washington Business Corporation Act, by the affirmative vote of the holders of
at least a majority of the outstanding shares of such class or series, voting as
a separate voting group.
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8.3. NO SHAREHOLDER VOTE
Notwithstanding the provisions of Section 8.1 or 8.2 hereof, if the
amendment or repeal of any Article not identified in Section 8.1 shall have been
approved by a majority of the Continuing Directors, voting separately and as a
subclass of Directors, and if such amendment or repeal is not otherwise required
to be approved by this corporation's shareholders pursuant to the provisions of
the Washington Business Corporation Act or of these Amended and Restated
Articles of Incorporation other than this Article 8, then no vote of the
shareholders of this corporation shall be required for approval of such
amendment or repeal.
8.4 DEFINITION OF "CONTINUING DIRECTOR"
"Continuing Director" means any member of the Board of Directors who was
a member of the Board of Directors on July 6, 2000 or who is elected to the
Board of Directors after July 6, 2000 upon the recommendation of a majority of
the Continuing Directors voting separately and as a subclass of Directors on
such recommendation.
ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Washington Business Corporation Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of Directors, a Director of this corporation shall
not be liable to this corporation or its shareholders for monetary damages for
conduct as a Director. Any amendments to or repeal of this Article 9 shall not
adversely affect any right or protection of a Director of this corporation for
or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
ARTICLE 10. INDEMNIFICATION
This corporation shall indemnify any individual made a party to a
proceeding because that individual is or was a director of this corporation and
shall advance or reimburse the reasonable expenses incurred by such individual
in advance of final disposition of the proceeding, without regard to the
limitations in RCW 23B.08.510 through 23B.08.550 of the Washington Business
Corporation Act, or any other limitation which may hereafter be enacted to the
extent such limitation may be disregarded if authorized by these Amended and
Restated Articles of Incorporation, to the full extent and under all
circumstances permitted by applicable law.
ARTICLE 11. SPECIAL MEETINGS OF SHAREHOLDERS
The Chairman of the Board, the President or the Board of Directors may
call special meetings of the shareholders for any purpose. Further, a special
meeting of the
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shareholders shall be held if the holders of not less than twenty-five (25%)
percent of all the votes entitled to be cast on any issue proposed to be
considered at such special meeting have dated, signed and delivered to the
Secretary of this corporation, no later than twenty (20) days prior to the date
of such meeting, one or more written demands for such meeting describing the
purpose or purposes for which it is to be held.
DATED: November 8, 2000
EDEN BIOSCIENCE CORPORATION
By: /s/ Jerry L. Butler
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Jerry L. Butler
President and Chief Executive Officer
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