Seaboard Corp/DE · 10-Q · For 4/1/06 · EX-3.1

Filed On 5/5/06 4:17pm ET   ·   SEC File 1-03390   ·   Accession Number 88121-6-9

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Seaboard Corporation 1qtr 2006 10-Q                   20     88K 
 2: EX-3.1      Restated Certificate of Incorporation                  4     12K 
 3: EX-31.1     Certification of the Chief Executive Officer           2±     8K 
                          Pursuant to Section 302                                
 4: EX-31.2     Certification of the Chief Financial Officer           2±     8K 
                          Pursuant to Section 302                                
 5: EX-32.1     Certification of the Chief Executive Officer           1      5K 
                          Pursuant Section 906                                   
 6: EX-32.2     Certification of the Chief Financial Officer           1      5K 
                          Pursuant to Section 906                                

EX-3.1   ·   Restated Certificate of Incorporation
Exhibit Table of Contents

EX-3.1
1st Page of 4
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


RESTATED CERTIFICATE OF INCORPORATION               

OF                

SEABOARD CORPORATION                

It is hereby certified:                                               

FIRST:    1.   The    present  name   of  the    corporation          
(hereinafter  called  the "Corporation") is SEABOARD CORPORATION.               

2.   The  name  under  which  the  Corporation was
originally  incorporated is HATHAWAY BAKERIES, INC., and the date               
of  filing  the  original  Certificate  of  Incorporation  of the               
Corporation with  the Secretary of State of the State of Delaware               
is July 24, 1946.                                                               

SECOND:   The provisions of the Certificate of Incorporation          
of  the  Corporation, as heretofore amended and/or  supplemented,               
hereby are further amended and hereby are restated and integrated               
into  the  single instrument which is hereinafter set forth,  and               
which  is  entitled  "Restated Certificate  of  Incorporation  of               
Seaboard Corporation."                                                          

THIRD:    The   Board  of  Directors  of  the  Corporation            
proposed,  and the Stockholders of the Corporation adopted,  this               
Restated  Certificate of Incorporation pursuant to the provisions               
of  Sections 242 and 245 of the General Corporation  Law  of  the               
State of Delaware in the form set forth as follows:                             

1.   The present name of the corporation (hereinafter called          
the "Corporation") is SEABOARD CORPORATION.                                     

2.   The name and  address  of  the Corporation's registered          
agent  is  Corporation  Service  Company,  2711 Centerville Road,               
Suite  400, Wilmington, County of New Castle, Delaware 19808.                   

3.   The  purpose  of  the  Corporation  is to engage in any          
lawful  act  or  activity for which corporations may be organized               
under the General Corporation Law of Delaware.                                  

4.   The  total number of shares which the Corporation shall          
have  authority  to  issue  is four million (4,000,000) shares of               
common stock of the par value of $1 per share.                                  

5.   In  furtherance, and  not in limitation of  the  powers          
conferred  by  statute, the Board of Directors is  authorized  to               
adopt, amend or repeal the By-Laws of the Corporation.                          

6.   To  the fullest extent permitted by applicable law, the          
Corporation  shall  indemnify  and reimburse  each  Director  and               
officer of the Corporation, and each person who is or was                       

EX-3.1
2nd Page of 4
TOC
1st
Previous
Next
Bottom
Just 2nd

serving  at  the  request of the Corporation as  a  director   or               
officer of another corporation partnership, joint venture, trust,               
limited  liability company or other enterprise, for  and  against               
all  liabilities and expenses imposed upon or reasonably incurred               
by  him  or her in connection with any action, suit or proceeding               
which  he or she may be involved or with which he or she  may  be               
threatened  by  reason  of his or her  being  or  having  been  a               
Director or officer of the Corporation or of his or her being  or               
having  been  a  director  or  officer  of  another  corporation,               
partnership, joint venture, trust, limited liability  company  or               
other enterprise at the request of the Corporation.  The right of               
indemnification  and  reimbursement of  each  such  person  shall               
continue  whether or not he or she continues to be such  Director               
or  officer at the time such liabilities or expenses are  imposed               
upon  or incurred by him or her and shall include, without  being               
limited   to,   attorneys'  fees,  court  costs,  judgments   and               
compromise   settlements.   The  right   of   reimbursement   for               
liabilities and expenses so imposed or incurred shall include the               
right  to  receive  such reimbursement in advance  of  the  final               
disposition  of  any  such action, suit or  proceeding  upon  the               
Corporation's receipt of an undertaking by or on behalf  of  such               
Director  or  officer  to  repay  such  amount  if  it  shall  be               
ultimately  determined  that he or she  is  not  entitled  to  be               
indemnified by the Corporation pursuant to law or this paragraph.               

Notwithstanding the foregoing, the Corporation shall be     
required   to   indemnify   a  person   otherwise   entitled   to               
indemnification  under  this  Certificate  of  Incorporation   in               
connection with a proceeding (or part thereof) commenced by  such               
person  only  if  the  commencement of such proceeding  (or  part               
thereof) by such person was authorized in advance by the Board of               
Directors.                                                                      

The  rights of indemnification and reimbursement hereby     
provided  shall  not be exclusive of other rights  to  which  any               
Director or officer may be entitled.  As used in this article the               
terms  "Director"  and "officer" shall include  their  respective               
heirs, executors and administrators.                                            

7.   Meetings  of stockholders may be held without the State          
of  Delaware  if  the  By-Laws  so  provide.   The  books  of the               
Corporation  may  be  kept (subject to any provision contained in               
the statutes)  outside  of the State of Delaware at such place or               
places  as  may  be  from time to time designated by the Board of               
Directors  or  in  the  By-Laws of the Corporation.  Elections of               
Directors  need  not  be  by  ballot  unless  the  By-Laws  shall               
otherwise provide.                                                              

8.   No  Director  shall  be  personally   liable   to   the          
Corporation or  its  stockholders  for  monetary  damages for any               
breach  of  fiduciary  duty  by  such  Director  as  a  director.               
Notwithstanding  the  foregoing   sentence,  a  Director shall be               
liable  to  the  extent provided by applicable law (i) for breach               
of the Director's  duty  of  loyalty  to  the  Corporation or its               
stockholders; (ii) for acts or  omissions  not  in  good faith or               
which  involve  intentional misconduct  or   a  knowing violation               
of law;  (iii)  pursuant  to  Section 174 of the Delaware General               
Corporation Law; or (iv)  for  any  transaction  from   which the               
Director  derived  an  improper  personal  benefit.   Neither the               
amendment  nor  repeal  of  this article, nor the adoption of any               
provision of the Certificate  of Incorporation  inconsistent with               
this article shall  eliminate  or  reduce   the  effect  of  this               
article in respect  of  any  matter  occurring,  or  any cause of               
action, suit or claim that, but  for                                            

EX-3.1
3rd Page of 4
TOC
1st
Previous
Next
Bottom
Just 3rd
2
the  article,  would  accrue or arise, prior to  such  amendment,               
repeal or adoption of an inconsistent provision.                                

9.   The  Corporation  reserves  the  right to amend, alter,          
change or repeal any  provision contained in this Certificate  of               
Incorporation  in  the  manner now  or  hereafter  prescribed  by               
statute,  and all rights conferred upon stockholders  herein  are               
granted subject to this reservation.                                            

IN  WITNESS  WHEREOF, said Seaboard Corporation  has  caused          
this  Certificate to be signed by H. Harry Bresky, its President,               
and attested by David M. Becker, its Secretary, this 25th day  of               
April, 2006.                                                                    

          SEABOARD CORPORATION

           By:  /s/ H. H. Bresky
                          H. Harry Bresky, President

Attest:                                                                         

/s/ David M. Becker                                                     
David M. Becker, Secretary                                              

EX-3.1
Last Page of 4
TOC
1st
Previous
Next
Bottom
Just 4th
3