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Articles
of Incorporation (prior to 2004)
The Articles of Incorporation effective prior to the February
2004 reincorporation of Farmer Bros. Co. were the amended and restated version approved
by
shareholders at the 2001 annual stockholders meeting, as proposed in the
Farmer Bros. proxy statement filed with the SEC on November 2, 2001 as
follows:
APPENDIX 1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
FARMER BROS. CO.
The undersigned certify that:
1. They are the president and the secretary, respectively, of Farmer Bros.
Co., a California corporation.
2. The Articles of Incorporation of the corporation are hereby amended and
restated to read as follows:
"FIRST: The name of this corporation is Farmer Bros. Co.
SECOND: The purpose of this corporation is to engage in any lawful act
or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated
by the California Corporations Code.
THIRD: The name and address in the State of California of the
corporation's
agent for service of process is:
Corporation Service Company -
The Prentice Hall Corporation System, Inc.
2730 Gateway Oaks Drive, Suite 100
Sacramento, CA 95833
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue shall be Three Million (3,000,000) shares, all of which
shall be designated as common stock.
FIFTH:
Section 1. The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
Section 2. The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code)
through bylaw provisions, agreements with the agents, vote of shareholders
or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California corporations Code,
subject only to the limits set forth in Section 204(a)(11) of the California
Corporations Code with respect to actions for breach of duty to the
corporation or its shareholder. The corporation is further
authorized to
provide insurance for agents as set forth in Section 317 of the California
Corporations Code, provided that, in cases where the corporation owns all or
a portion of the shares of the company issuing the insurance policy, the
company and /or the policy mustmeet one of the conditions set forth in
Section 317, as amended.
Section 3. Any repeal or modification of the foregoing provisions of this
Article FIFTH by the shareholders of the corporation shall not adversely
affect any right or protection of an agent of this corporation existing at
the time of such repeal or modification."
3. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by the board of directors.
4. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by the required vote of shareholders in accordance with
Section
902, of the California Corporations Code. The total number of
outstanding
shares of the corporation is 1,926,414. The number of shares voting in
favor
of the amendment equaled or exceeded the vote required. The percentage
vote
required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth herein are true and correct of our own
knowledge.
DATED:
ROY E. FARMER, President
JOHN E. SIMMONS, Secretary
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