Attached files
| file | filename |
|---|---|
| EX-23 - EXHIBIT 23 - HNI CORP | ex23.htm |
| EX-21 - EXHIBIT 21 - HNI CORP | ex21.htm |
| EX-3.2 - EXHIBIT 3.2 - HNI CORP | ex3_2.htm |
| EX-31.1 - EXHIBIT 31.1 - HNI CORP | ex31_1.htm |
| EX-10.6 - EXHIBIT 10.6 - HNI CORP | ex10_6.htm |
| EX-10.2 - EXHIBIT 10.2 - HNI CORP | ex10_2.htm |
| EX-31.2 - EXHIBIT 31.2 - HNI CORP | ex31_2.htm |
| EX-32.1 - EXHIBIT 32.1 - HNI CORP | ex32_1.htm |
| EX-10.15 - EXHIBIT 10.15 - HNI CORP | ex10_15.htm |
| EX-10.25 - EXHIBIT 10.25 - HNI CORP | ex10_25.htm |
| EX-10.26 - EXHIBIT 10.26 - HNI CORP | ex10_26.htm |
| EX-10.12 - EXHIBIT 10.12 - HNI CORP | ex10_12.htm |
| 10-K - HNI CORP 10-K 1-2-2010 - HNI CORP | form10-k.htm |
Exhibit
3.1
ARTICLES
OF INCORPORATION
OF
HNI
CORPORATION
Amended
and restated on May 5, 1987.
Amended
on May 3, 1988, July 7, 1988, May 12, 1998, August 10, 1998,
May 11,
1999, May 5, 2003, May 4, 2004, May 8, 2007 and November 30, 2009
ARTICLE
1.
Section
1.01. Name. The name of the Corporation is HNI
Corporation. (As amended 5/04/04.)
Section 1.02. Law
Under Which Incorporated. The Corporation was incorporated
under Chapter 384 of the Code of Iowa (1939), and has voluntarily adopted the
provisions of the Iowa Business Corporation Act, Chapter 496A of the Code of
Iowa.
ARTICLE
2.
Section
2.01. Duration. The Corporation shall have
perpetual duration.
ARTICLE
3.
Section
3.01. Purposes and
Powers. The Corporation shall have unlimited power to engage
in, and to do any lawful act concerning, any or all lawful businesses for which
corporations may be organized under the Iowa Business Corporation
Act.
ARTICLE
4.
Section
4.01. Authorized Shares. The aggregate number of
shares which the Corporation shall have the authority to issue is 202,000,000
shares, consisting of 2,000,000 shares designated as "preferred shares" or
"preferred stock," with a par value of $1.00 per share, and 200,000,000 shares
designated as "common stock" or "common shares," with a par value of $1.00 per
share. (Amended 5/12/98 and 5/11/99.)
Section
4.02. Series of Preferred Shares. Authority is
hereby vested in the Board of Directors to divide the preferred shares into
series and, within the limitations set forth in the Iowa Business Corporation
Act and in these Articles of Incorporation, to fix and determine the relative
rights and preferences of the shares of any series so established. In
order to establish such series, the Board of Directors and the Corporation shall
comply with the procedure therefor as provided in the Iowa Business Corporation
Act. Upon such compliance, the resolution of the Board of Directors
establishing and designating the series and fixing and determining the relative
rights and preferences thereof shall become effective and shall constitute an
amendment of these Articles of Incorporation.
Section
4.03. Relative Rights and Preferences of Each
Series. All preferred shares shall be identical, except as to
the relative rights and preferences as to which the Iowa Business Corporation
Act permits variations between different series.
Section
4.04. Pre-Emptive Rights Denied. No holder of
shares of any class shall have any pre-emptive right to acquire, subscribe for,
or purchase any shares of any class (whether such shares shall be authorized by
these Articles of Incorporation or authorized hereafter), treasury shares, or
securities of the Corporation. Any and all pre-emptive rights which
might otherwise exist are expressly denied.
Section
4.05. Voting Rights. The preferred shareholders
shall have no voting rights, and the vote or consent of the preferred
shareholders shall not be required with respect to any matter, except that the
preferred shareholders shall have the right to vote on any matter as to which
the Iowa Business Corporation Act expressly requires that they be permitted to
vote notwithstanding any contrary provisions of the Articles of
Incorporation.
Cumulative
voting shall not be permitted or be effective at any meeting of
shareholders.
ARTICLE
5.
Section
5.01. Directors: Number, Terms, Classification. The number of
Directors shall be fixed by the By-laws. The Directors shall
be divided into three classes, each of which shall be as nearly equal in number
as possible. The term of office of one class shall expire in each
year. At each annual meeting of the shareholders, a number of
Directors equal to the number of the class whose term expires at the annual
meeting shall be elected for a term ending when Directors are elected at the
third succeeding annual meeting. (As amended 5/8/07.)
Section
5.02. Limitation of Director's Liability. No
Director shall be liable to the Corporation or its shareholders for money
damages for any action taken, or any failure to take any action, as a Director,
and the Corporation may indemnify a Director as provided in the By-laws for any
such liability to the Corporation or its shareholders or any liability to any
person for such action or failure to take any action as a Director, except
liability for any of the following:
(a)
The amount of a financial benefit
received by a Director to which the Director is not
entitled;
(b) An
intentional infliction of harm on the Corporation or the
shareholders;
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(c) A
violation of Section 490.833 of the Iowa Business Corporation Act;
and
(d) An
intentional violation of criminal law.
Nothing
in this Section 5.02 shall be construed to eliminate or limit the liability of a
Director for an act or omission occurring prior to the date when this Section
5.02 became effective. For purposes of this Section 5.02, the terms
"Director" and "liability" shall have the meanings ascribed to such terms in the
Iowa Business Corporation Act, as amended from time to time. (As
amended 5/8/07.)
ARTICLE
6.
Section
6.01. By-laws. The power to
amend the By-laws is vested in the Board
of Directors. Wherever
used in these Articles of Incorporation with respect to the By-laws, the
word "amendment" or "amend" includes and shall apply to the
amendment, alteration, or repeal of any or all provisions of the By-laws or the
adoption of new By-laws.
Section
6.02. Effect of Articles of Incorporation and By-laws. Each
shareholder, by the act of becoming or
remaining a shareholder of the Corporation, shall be deemed to have accepted and
agreed to all provisions of these Articles of Incorporation and the By-laws, as
amended from time to time. All provisions of the By-laws which (or
the substance of which) at any time shall have
been adopted, approved, or ratified by the affirmative vote of the holders of a
majority of the outstanding common shares entitled to vote shall have the same
force and effect as if such provisions were included in full in these Articles
of Incorporation. No such provision of the By-laws shall be construed
as having any lesser force or effect by reason of being included in the By-laws
rather than in the Articles of Incorporation. This Section shall not
be construed to require that any provision or amendment of the By-laws be
adopted, approved, or ratified by the shareholders. Any shareholder,
regardless of the period of time during which he has been a shareholder, shall
have the right to examine the By-laws of the Corporation in person or by agent
or attorney at any reasonable time or times and to make extracts
therefrom. Upon the written request of any shareholder, the
Corporation shall mail to such shareholder within a reasonable time a copy of
the By-laws.
Section
6.03. Amendment of Articles of Incorporation. The
Corporation and the shareholders expressly reserve the right from time to time
to amend these Articles of Incorporation, in the manner now or hereafter
permitted by the Iowa Business Corporation Act or other applicable law, whether
or not such amendment shall constitute or result in a fundamental change in the
purposes or structure of the Corporation or in the rights or privileges of
shareholders or others or in any or all of the foregoing. All rights and privileges of
shareholders or others shall be subject to this reservation. Wherever
used in these Articles of Incorporation with respect to the Articles of
Incorporation, the word "amendment" or "amend" includes and shall apply to the
amendment, alteration, or repeal of any or all provisions of the Articles of
Incorporation or the adoption of new or restated Articles of
Incorporation.
3