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8-K - FORM 8-K - WEYERHAEUSER CO | v55552e8vk.htm |
Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION OF
WEYERHAEUSER COMPANY
WEYERHAEUSER COMPANY
ARTICLE I
The name of this corporation shall be Weyerhaeuser Company.
ARTICLE II
The purposes for which this corporation is organized are:
1. To engage in any form of mining, manufacturing, mercantile, financial, transportation, real
estate, recreation or service enterprise not contrary to law.
2. Without limiting the generality of the foregoing, to engage in:
(a) The construction, maintenance and operation of logging roads, chutes, flumes, and
artificial watercourses or waterways and other ways for the transportation of logs and other timber
products;
(b) Catching, booming, sorting, rafting and holding logs, lumber or other timber products;
(c) Clearing out and improvement of rivers and streams and driving, sorting, holding and
delivering logs and other timber products;
(d) Constructing, operating or maintaining telegraph, telephone and other communication or
electronic facilities; and
(e) Building, equipping and operating railway, road or bridge, canal, airport or other forms
of land, water and air transportation facilities.
ARTICLE III
1. The aggregate number of shares which this corporation is authorized to issue shall be
447,000,000, consisting of 7,000,000 preferred shares having a par value of $1.00 per share,
40,000,000 preference shares having a par value of $1.00 per share, and 400,000,000 common shares
having a par value of $1.25 per share. Shares redeemed, purchased or otherwise reacquired, or
surrendered to the corporation on conversion, shall have the status of authorized and unissued
shares of the class of which they were a part when initially issued and may be reissued as part of
the same or a different series of the same class of which they were a part when initially issued;
unless, as part of the action of the Board of Directors taken to create any series, the Board of
Directors restricts the right of reissuance, in which case such restricted right will be operative.
Each two common shares having a par value of $1.875 per share heretofore authorized and issued is
hereby changed into three common shares having a par value of $1.25 per share.
2. The Board of Directors is expressly vested with authority to divide the preferred shares
and the preference shares into series, each of which shall be so designated as to distinguish the
shares thereof from the shares of all other series and classes. All preferred shares shall be
identical and all preference shares shall be identical, except in each case as to the following
relative rights and preferences, as to which the Board of Directors may fix and determine
variations among the different series of each class:
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(a) The rate of dividend;
(b) Whether shares may be redeemed and, if so, the redemption price and the terms and
conditions of redemption;
(c) The amount payable upon shares in the event of voluntary and involuntary liquidation,
provided that the aggregate amount so payable with respect to all series of preferred shares shall
not exceed $350,000,000;
(d) Sinking fund provisions, if any, for the redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares may be converted;
(f) If permitted by the laws of the State of Washington, voting rights, if any.
3. The preferences, limitations and relative rights of the preferred shares of each series,
the preference shares of each series and the common shares are as follows:
(a) Out of the funds of the corporation legally available for payment of dividends, the
holders of the preferred shares of each series and the preference shares of each series shall be
entitled to receive, when and as declared by the Board of Directors, cumulative dividends at the
rate determined by the Board of Directors for such series, and no more. Dividends on the preferred
shares and the preference shares shall accrue on a daily basis from such date as may be fixed by
the Board of Directors for any series. Unless dividends at the rate prescribed for each series of
preferred shares shall have been declared and paid or set apart for payment in full on all
outstanding preferred shares for all past dividend periods and the current dividend period, no
dividends shall be declared or paid upon any class of shares ranking as to dividends subordinate to
the preferred shares, and no sum or sums shall be set aside for the redemption of preferred shares
of any series (including any sinking fund payment therefor) or for the purchase, redemption
(including any sinking fund payment therefor) or other acquisition for value of any class or series
of shares ranking as to dividends or assets on a parity with or subordinate to any such series of
preferred shares. Unless dividends at the rate prescribed for each series of preference shares
shall have been declared and paid or set apart for payment in full on all outstanding preference
shares for all past dividend periods and the current dividend period, no dividends shall be
declared or paid upon any class of shares ranking as to dividends subordinate to the preference
shares, and no sum or sums shall be set aside for the redemption of preference shares of any series
(including any sinking fund payment therefor) or for the purchase, redemption (including any
sinking fund payment therefor) or other acquisition for value of any class or series of shares
ranking as to dividends or assets on a parity with or subordinate to any such series of preference
shares. Accrued and unpaid dividends on the preferred shares and on the preference shares shall not
bear interest.
(b) Out of any funds of the corporation legally available for dividends and remaining after
full cumulative dividends upon all series of preferred shares and preference shares then
outstanding shall have been paid or set apart for payment for all past dividend periods and the
current dividend period, then, and not otherwise, the Board of Directors may declare and pay or set
apart for payment dividends on the common shares, and the holders of preferred shares and
preference shares shall not be entitled to share therein.
(c) In the event of voluntary or involuntary liquidation of the corporation, before any
distribution of the assets shall be made to the holders of any class of shares ranking as to assets
subordinate to the preferred shares, the holders of the preferred shares of each series shall be
entitled to receive out of the assets of the corporation
available for distribution to its shareholders the sum of (i) the amount per share
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determined by the Board of Directors as provided in paragraph 2(c) of this
Article III, and (ii) the amount per share equal to all accrued and unpaid dividends thereon, such
sum constituting the preferential amount for the preferred shares. If, in the event of such
liquidation, the assets of the corporation available for distribution to its shareholders shall be
insufficient to permit full payment to the holders of the preferred shares of each series of their
respective preferential amounts, then such assets shall be distributed ratably among such holders
in proportion to their respective preferential amounts. In the event of such liquidation, subject
to such right of the holders of the preferred shares of each series, but before any distribution of
the assets shall be made to the holders of any class of shares ranking as to assets subordinate to
the preference shares, the holders of the preference shares of each series shall be entitled to
receive out of the assets of the corporation available for distribution to its shareholders the sum
of (i) the amount per share determined by the Board of Directors as provided in paragraph 2(c) of
this Article III, and (ii) the amount per share equal to all accrued and unpaid dividends thereon,
such sum constituting the preferential amount for the preference shares. If, in the event of
such liquidation, after full payment of the preferential amounts of the preferred shares of each
series, the assets of the corporation available for distribution to its shareholders shall be
insufficient to permit full payment to the holders of the preference shares of each series of their
respective preferential amounts, then such assets shall be distributed ratably among such holders
in proportion to their respective preferential amounts. If, in the event of such liquidation, the
holders of the preferred shares of each series and the preference shares of each series shall have
received full payment of their respective preferential amounts, the holders of the common shares
shall be entitled, to the exclusion of the holders of the preferred shares of each series and the
preference shares of each series, to share ratably in all remaining assets of the corporation
available for distribution to shareholders. Neither the consolidation nor merger of the
corporation with or into any other corporation or corporations, the sale or lease of all or
substantially all of the assets of the corporation, nor the merger or consolidation of any other
corporation into and with the corporation, shall be deemed to be a voluntary or involuntary
liquidation.
(d) Each outstanding preferred share shall be entitled to one vote, not as a class, on each
matter submitted to a vote at a meeting of shareholders, and the holders of preference shares shall
have no voting rights except as provided in this Article III, provided, however, that if the Board
of Directors is permitted by law to vary voting rights as between series of a class, and does in
fact do so, then the voting rights of any series of either class shall be those determined by the
Board of Directors under paragraph 2(f) of this Article III. Notwithstanding the foregoing: (i)
as long as any preferred shares shall be outstanding, the corporation will not, without the
affirmative vote or consent in writing of at least two-thirds of the outstanding preferred shares,
amend these Articles of Incorporation for the purpose of, or take any other action to, (A) increase
the aggregate number of preferred shares or shares of any other class ranking as to dividends or
assets on a parity with or prior to the preferred shares, (B) change the designations, preferences,
limitations, voting or other relative rights of the preferred shares or of any outstanding series
of preferred shares, (C) effect an exchange, reclassification or cancellation of all or part of the
preferred shares, (D) change the preferred shares into the same or a different number of shares,
with or without par value of the same or any other class, or (E) cancel or otherwise affect
dividends on the shares of any series of preferred shares which have accrued but have not been
declared, and (ii) as long as any preference shares shall be outstanding, the corporation will not,
without the affirmative vote or consent in writing of at least two-thirds of the outstanding
preference shares, amend these Articles of Incorporation for the purpose of, or take any other
action to, (A) increase the aggregate number of preferred or preference shares or shares of any
other class ranking as to dividends or assets on a parity with or prior to the preference shares,
(B) change the designations, preferences, limitations, voting or other relevant rights of the
preference shares or of any outstanding series of preference shares, (C) effect an exchange,
reclassification or cancellation of all or part of the preference shares, (D) change the preference
shares into the same or a different number of shares, with or without par value, of the same or
another class, or (E) cancel or otherwise affect dividends on the shares of any series of
preference shares which have accrued but have not been declared.
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(e) Whenever dividends on the preferred shares shall be in arrears in an aggregate amount
equal to at least six quarterly dividends thereon, whether or not consecutive, then the holders of
the preferred shares, voting as a class, shall be exclusively entitled to elect two additional
directors beyond the number specified in the bylaws to be elected from time to time by all
shareholders and beyond the number specified in this paragraph (e) to be elected by holders of the
preference shares. Whenever dividends on the preference shares shall be in arrears in an aggregate
amount equal to at least six quarterly dividends thereon, whether or not consecutive, then the
holders of the preference shares, voting as a class, shall be exclusively entitled to elect two
additional directors beyond the number specified in the bylaws to be elected from time to time by
all shareholders and beyond the number specified in this paragraph (e) to be elected by holders of
the preferred shares.
(f) At any time when the holders of a class of shares become entitled as a class to elect
additional directors pursuant to paragraph 3(e) of this Article III (the special voting rights),
the maximum authorized number of members of the Board of Directors shall automatically be increased
by the number of such directors specified in such paragraph 3(e) and the vacancies so created shall
be filled only by vote of the holders of such class as hereinafter set forth. Whenever the special
voting rights of a class shall have vested, such rights may be exercised initially either at a
special meeting of the holders of such class called as hereinafter provided or at any annual
meeting of shareholders held for the purpose of electing directors, and thereafter at such annual
meetings. If, at the time of the vesting of the special voting rights of a class, the date fixed
for the next annual meeting of shareholders is not within 90 days of such time, the president of
the corporation shall call a special meeting of the holders of such class. Such special meeting
shall be held at the earliest practicable date upon the notice required and at the place designated
for annual meetings of shareholders. If such special meeting shall not be called by the president
within 20 days after the special voting rights of such class shall have vested, holders of not less
than one-tenth of the shares of such class entitled to vote at such special meeting may call such
special meeting at the expense of the corporation. Any holder of shares of a class, the special
voting rights for which shall have vested, shall have access to the appropriate share ledger of the
corporation for the purpose of causing such special meeting to be so called. At any annual meeting
of shareholders or at any special meeting at which the holders of a class of shares shall have
special voting rights, 20% of the shares of such class entitled to special voting rights,
represented in person or by proxy, shall constitute a quorum for such class. At any such meeting
or adjournment thereof, (i) the absence of a quorum of a class of shares having special voting
rights shall not prevent the election of directors, if any, to be elected pursuant to other special
voting rights or pursuant to other than special voting rights, and the absence of a quorum of
shares for the election of directors pursuant to other than special voting rights shall not prevent
the election of directors pursuant to special voting rights, and (ii) in the absence of one or more
of such quorums, a majority of the holders, represented in person or by proxy, of each class of
shares which lacks a quorum shall have power to adjourn the meeting for the election of directors
which they are entitled to elect, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. If the office of any director elected pursuant to the
special voting rights of a class becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the remaining director or directors elected
pursuant to the special voting rights of such class shall choose a successor who shall hold office
for the unexpired term in respect of which such vacancy occurred. The special voting rights of a
class shall continue until all arrears in payment of quarterly dividends on such class shall have
been paid and the dividends thereon for the current quarter shall have been declared and paid or
set apart for payment. Upon any termination of the special voting rights of a class, the term of
office of the directors then in office elected pursuant thereto shall terminate immediately and the
maximum authorized number of members of the Board of Directors shall automatically be reduced
accordingly.
(g) Subject to any applicable provision of law or this Article III, the corporation shall have
the right to purchase, or otherwise reacquire, at public or private sale or otherwise any shares of
any class, except that no preferred shares shall be purchased unless dividends on all preferred
shares have been
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declared and paid or set apart for payment in full for all past dividend periods
and no preference shares shall be purchased unless dividends on all preference shares have been
declared and paid or set apart for payment in full for all past dividend periods.
4. The Board of Directors may from time to time authorize the issuance of shares of this
corporation, whether now or hereafter authorized, without first offering such shares to the
shareholders of this corporation.
ARTICLE IV
The time of the existence of this corporation shall be perpetual. |
ARTICLE V
1. The business and affairs of the corporation shall be managed under the direction of a Board
of Directors consisting of not fewer than nine (9) nor more than thirteen (13) directors, the exact
number to be fixed from time to time by resolution adopted by the affirmative vote of a majority of
the entire Board of Directors. Whenever used in these Articles of Incorporation, the phrase
entire Board of Directors shall mean that number of directors fixed by the most recent resolution
adopted pursuant to the preceding sentence prior to the date as of which a determination of the
number of directors then constituting the entire Board of Directors shall be relevant for any
purpose under these Articles of Incorporation. The directors shall be classified, with respect to the term for which they
severally hold office, into three classes, each class to be as nearly equal in
number as possible, one class to hold office initially for a term expiring at the
annual meeting of shareholders to be held in 1986, another class to hold office
initially for a term expiring at the annual meeting of shareholders to be held in
1987, and another class to hold office initially for a term expiring at the annual
meeting of shareholders to be held in 1988, with the members of each class to
hold office until their successors are elected and qualified. At each annual meeting
of shareholders of the corporation, the successors to
the class ofeach directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the next annual meeting of shareholders.
held in the third year following the year of their election.
2. Any vacancy occurring in the Board of Directors and any newly created directorship
resulting from any increase in the number of directors shall be filled solely by the affirmative
vote of a majority of the remaining directors then in office, even though less than a quorum of the
Board of Directors. No decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director.
3. Any director may be removed from office with or without cause only by
the affirmative vote of the holders of a majority of the voting capital
stock and may be removed from office without cause only by the affirmative vote of
the holders of 67% of the voting capital stock or, in either case, such other
percentage as may be required by applicable law; provided, however, that if
applicable law permits to be required a higher percentage of the votes of the
holders of the voting capital stock to approve any such removal, then the
directors may be removed, with or without cause, as the case may be, only by the
affirmative vote of the holders of the lesser of (i) 80% of the voting capital stock
and (ii) the maximum percentage of such voting capital stock permitted to be
required for such approval.
4. Advance notice of nominations for the election of directors, other than by the Board of
Directors or a committee thereof, shall be given within the time and in the manner provided in the
bylaws.
5. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of
preferred or preference shares or of any other class or series of shares issued by the corporation
shall have
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the right, voting separately by class or series, to elect directors under specified
circumstances, the election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of these Articles of Incorporation applicable thereto,
and such directors so elected shall not be classified pursuant to this Article V
unless expressly provided by such terms.
ARTICLE VI
In all elections for directors, every shareholder shall have the right to vote in person or by
proxy the number of shares of stock held by him for as many persons as there are directors to be
elected. No cumulative voting for directors shall be permitted.
ARTICLE VII
ARTICLE VIII
Notwithstanding any other provisions of law, these Articles of Incorporation (except as
hereinafter provided) or the bylaws of the corporation, the affirmative vote of a majority of the
entire Board of Directors and the affirmative vote of the holders of at least
80% of the votes entitled to be cast by the holders of all shares of the
corporation entitled to vote generally in the election of directors, voting together
as a single class, shall be required to alter, amend or repeal, or adopt any
provision inconsistent with, Articles V, VI, VIII and IX and paragraph 2 of
Article VII of these Articles of Incorporation or any provision of such Articles;
provided, however, that the affirmative vote of the holders of 66 2/3%
a majority of the votes entitled to be cast by the holders of all
shares entitled to vote generally in the election of directors, voting together as a single class,
shall be sufficient to approve any alteration, amendment or repeal of, or adoption of
any provision inconsistent with, Articles V, VI, VIII and IX and paragraph 2 of
Article VII of these Articles of Incorporation that is approved by the
affirmative vote of a majority of the entire Board of
Directors with the concurring vote of a majority of the Continuing Directors,
voting separately and as a subclass of directors.
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ARTICLE IX
Except as otherwise required by law and subject to the rights of the holders of any class of
shares having a preference over the common shares as to dividends or upon liquidation, special
meetings of shareholders of the corporation may be called only by the Board of Directors pursuant
to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
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ARTICLE XI
To the full extent the Washington Business Corporation Act permits the limitation or
elimination of liability of directors, a director of this corporation shall not be personally
liable to this corporation or its shareholders for monetary damages for conduct as a director,
provided that, except as provided in the next succeeding sentence, this provision shall not
eliminate or limit liability of the director (i) for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director, (ii) for conduct
violating Section 23BA.08.310450 of the
Washington Business Corporation Act
or any successor provision, or (iii) for any transaction from which the director
will personally receive a benefit in
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money, property or service to which the director is not
legally entitled. If the Washington Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then the liability of a
director of this corporation shall be eliminated or limited to the fullest extent permitted by the
Washington Business Corporation Act, as so amended. Any repeal or modification of this Article by
the shareholders of this corporation shall not adversely affect any right or protection of a
director of this corporation, for or with respect to any action or omission of such director
occurring prior to such amendment or repeal, existing at the time of such repeal or modification.
ARTICLE XII
This corporation may indemnify, including the making of advances of expenses and the making of
contracts with directors with respect to indemnity, and may purchase and maintain insurance for,
its directors, officers, trustees, employees, and other persons and agents, and (without limiting
the generality of the foregoing) shall indemnify its directors, including the making of
advances of expenses, against all liability, damage and expenses arising from or in
connection with service for, employment by, or other affiliation with this corporation or other
firms or entities to the maximum extent and under all circumstances permitted by law as then in
effect.
Pursuant to Section 23B.08.560(2) of the Washington Business Corporation Act or any
successor provision, the procedures for indemnification and the advancement of expenses set forth
in the bylaws of the corporation are in lieu of the procedures requires by Section 23B.08.550 of
the Washington Business Corporation Act or any successor provision.
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