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Exhibit (a)
MERIDIAN FUND, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
Meridian Fund, Inc., a Maryland corporation having its principal office in
Baltimore, Maryland (which is hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended and restated to
read in its entirety as follows:
MERIDIAN FUND, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
I.
I, the undersigned, Xxxxxxx X. Xxxxxx, c/x Xxxxxxxx & Xxxxxxxx, Xxx Xxxxxx
Xxxxx, Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, being at least 18
years of age, hereby form a corporation under and by virtue of the General Laws
of the State of Maryland authorizing the formation of corporations.
II.
NAME
The name of the corporation (hereinafter called the "Corporation") is:
Meridian Fund, Inc.
III.
PURPOSES AND POWERS
The purpose or purposes for which the Corporation is formed and the business or
objects to be transacted, carried on and promoted by it are as follows:
(1) To conduct and carry on the business of an investment company of the general
management type.
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(2) To hold, invest and reinvest its assets, and in connection therewith to hold
part or all of its assets in cash, and to purchase, subscribe for or otherwise
acquire, hold for investment or otherwise, sell, assign, negotiate, transfer,
exchange, pledge, lend or otherwise dispose of or realize upon, securities
(which term "securities" shall for the purposes of the Charter, without
limitation of the generality hereof, be deemed to include any bonds, debentures,
notes, certificates of deposit, mortgages, future contracts for financial
instruments and securities indexes, obligations, evidences of indebtedness,
stocks, shares, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or in any
property or assets, or in general any interest or instrument commonly known as a
security) created, issued or guaranteed by any persons, firms, associations,
corporations, syndicates, combinations, organizations, governments or political
subdivisions, agencies or instrumentalities thereof; and to exercise, as owner
or holder of any securities, all rights, powers and privileges in respect
thereof; and to do any and all acts and things for the preservation, protection,
improvement and/or enhancement in value of any and all of its assets.
(3) To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind of
consideration (including, without limitation, securities) now or hereafter
permitted by the laws of the State of Maryland and by the Charter, as its Board
of Directors may determine.
(4) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the stockholders
of the Corporation) shares of its capital stock, in any manner and to the extent
now or hereafter permitted by the laws of the State of Maryland and by the
Charter.
(5) To conduct its business at one or more offices in any part of the world,
without restriction or limit as to extent.
(6) To borrow or raise money for any purpose and from time to time draw, make,
accept, endorse, execute, issue or assume promissory notes, drafts, bills of
exchange and other negotiable and nonnegotiable instruments and evidences of
indebtedness and to pledge or hypothecate the assets of the Corporation in
connection therewith.
(7) To consolidate or merge with, enter into a share exchange with, or acquire
the assets of, any other company, whether incorporated or unincorporated, and to
do all acts and things necessary or incidental to effectuate such consolidation,
merger, share exchange or acquisition.
(8) To carry out all or any of the foregoing objects and purposes as principal
or agent, and alone or with associates or, to the extent now or hereafter
permitted by the laws of the State of Maryland, as a member of, or as the owner
or holder of any security of, or interest in, any firm, association,
corporation, trust or syndicate; and in connection therewith to make or enter
into such deeds or contracts with any persons, firms, associations,corporations,
syndicates, governments or political subdivisions or agencies or
instrumentalities thereof, and to do such acts and things and to exercise such
powers, that a natural person could lawfully make, enter into, do or exercise.
(9) To do any and all such further acts or things and to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
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The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of the Charter, and
shall each be regarded as independent and construed as powers as well as objects
and purposes, and the enumeration of specific purposes, objects and powers shall
not be construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Corporation now or hereafter conferred by the laws
of the State of Maryland, nor shall the expression of one thing be deemed to
exclude another, though it be of like nature, not expressed; provided, however,
that the Corporation shall not have power to carry on within the State of
Maryland any business whatsoever the carrying on of which would preclude it from
being classified as an ordinary business corporation under the laws of said
State.
IV.
PRINCIPAL OFFICE AND RESIDENT AGENT
The principal address of the Corporation in the State of Maryland is c/o The
Corporation Trust Incorporated, 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000. The
name and address of the Corporation's resident agent is The Corporation Trust
Incorporated, 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
V.
CAPITAL STOCK
(1) The total number of shares of capital stock which the Corporation shall have
the authority to issue is fifty million (50,000,000) shares of the par value of
$0.01 per share and of the aggregate par value of five hundred thousand dollars
($500,000). There shall initially be one series of shares, designated as the
"Meridian Fund," initially consisting of fifty million (50,000,000) shares. The
Board of Directors of the Corporation may from time to time increase or decrease
the number of shares of capital stock so classified. All such shares are
initially classified as "Class A Common Stock" of the class or series. The Board
of Directors may classify or reclassify any unissued shares of capital stock of
the class or series (whether or not such shares have been previously classified
or reclassified) from time to time by setting or changing in any one or more
respects the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption of such shares of stock.
(2) Any fractional share shall carry proportionately all the rights of a whole
share, excepting any right to receive a certificate evidencing such fractional
share, but including the right to vote and tile right to receive dividends.
(3) All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of this Charter and the By-Laws of the
Corporation.
(4) As used in this Amended and Restated Charter, a "series" of shares represent
interests in the same assets, liabilities, income, earnings and profits of the
Corporation.
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The Board of Directors shall have authority to classify and reclassify any
authorized but unissued shares of capital stock from time to time by setting or
changing in any one or more respects the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
or terms or conditions of redemption of the capital stock. Subject to the
provisions of this Article V and applicable law, the power of the Board of
Directors to classify or reclassify any of the shares of capital stock shall
include, without limitation, authority to classify or reclassify any such stock
into one or more series of capital stock and to divide and classify shares of
any series into one or more classes of such series, by determining, fixing or
altering one or more of the following:
(a) The distinctive designation of such class or series and the number of shares
to constitute such class or series; provided that, unless otherwise prohibited
by the terms of such class or series, the number of shares of any class or
series may be decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares and the number of shares
of such class or series may be increased by the Board of Directors in connection
with any such classification or reclassification, and any shares of any class or
series which have been redeemed, purchased or otherwise acquired by the
Corporation shall remain part of the authorized capital stock and be subject to
classification and reclassification as provided herein;
(b) Whether and, if so, the rates, amounts and times at which, and the condition
under which, dividends shall be payable on shares of such class or series;
(c) Whether shares of such class or series shall have voting rights in addition
to any general voting rights provided by law and the charter of the Corporation
and, if so, the terms of such additional voting rights; and
(d) The rights of the holders of shares of such class or series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation.
(5) Shares of capital stock of the Corporation shall have the following
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption:
(a) Assets Belonging to the Class or Series. All consideration received by the
Corporation from the issue or sale of shares of the class or series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class or series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Corporation. Such consideration, assets, income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be, together with
any General Items allocated to the class or series as provided in the following
sentence, are herein referred to as "assets belonging to" the class or series.
In the event that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as belonging to
any particular class or series (collectively "General Items"), such General
Items shall be allocated by or under the supervision of the Board of Directors
to the class or series in
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such manner and on such basis as the Board of Directors, in its sole discretion,
deems fair and equitable; and any General Items so allocated to the class or
series shall belong to that series. Each such allocation by the Board of
Directors shall be conclusive and binding for all purposes.
(b) Liabilities Of the Class or Series. The assets belonging to the class or
series shall be charged with the liabilities of the Corporation in respect of
that series and all expenses, costs, charges and reserves attributable to that
series, and any general liabilities, expenses, costs, charges or reserves of the
Corporation which are not readily identifiable as belonging to any particular
class or series shall be allocated and charged by or under the supervision of
the Board of Directors to the class or series in such manner and on such basis
as the Board of Directors, in its sole discretion, deems fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
the class or series are herein referred to as "liabilities belonging to" that
series. Each allocation of liabilities, expenses, costs, charges and reserves by
the Board of Directors shall be conclusive and binding for all purposes.
(c) Income Belonging to the Class or Series. The Board of Directors shall have
full discretion, to the extent not inconsistent with the Maryland General
Corporation Law and the Investment Company Act of 1940 (the "1940 Act"), to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding.
Income belonging to the class or series includes all income, earnings and
profits derived from assets belonging to the class or series less any expenses,
costs, charges or reserves belonging to the class or series for the relevant
time period, all determined in accordance with generally accepted accounting
principles.
(d) Dividends and Distributions. Dividends and distributions on shares of the
class or series may be paid with such frequency, in such form and in such amount
as the Board of Directors may from time to time determine. Dividends may be
daily or otherwise pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Board of Directors may determine, after
providing for actual and accrued liabilities belonging to the class or series.
All dividends on shares of the class or series shall be paid only out of the
income belonging to the class or series and capital gains distributions on
shares of the class or series shall be paid only out of the capital gains
belonging to the class or series. Subject to subsection (l) below, all dividends
and distributions on shares of the class or series shall be distributed pro rata
to the holders of the class or series in proportion to the number of shares of
the class or series held by such holders at the date and time of record
established for the payment of such dividends or distributions, except that in
connection with any dividend or distribution program or procedure, the Board of
Directors may determine that no dividend or distribution shall be payable on
shares as to which the Shareholder's purchase order and/or payment have not been
received by the time or times established by the Board of Directors under such
program or procedure.
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The Corporation intends to qualify as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended, or any successor or comparable
statute thereto, and regulations promulgated thereunder. Inasmuch as the
computation of net income and gains for federal income tax purposes may vary
from the computation thereof on the books of the Corporation, the Board of
Directors shall have the power, in its sole discretion, to distribute in any
fiscal year as dividends, including dividends designated in whole or in part as
capital gains distributions, amounts sufficient, in the opinion of the Board of
Directors, to enable the Corporation to qualify as a regulated investment
company and to avoid liability of the Corporation for federal income tax in
respect of that year. However, nothing in the foregoing shall limit the
authority of the Board of Directors to make distributions greater than or less
than the amount necessary to qualify as a regulated investment company and to
avoid liability of the Corporation for such tax.
Dividends and distributions may be made in cash, property or additional shares
of the class or series or another class or series, or a combination thereof, as
determined by the Board of Directors or pursuant to any program that the Board
of Directors may have in effect at the time for the election by each Shareholder
of the mode of the making of such dividend or distribution to that Shareholder.
Any such dividend or distribution paid in shares will be paid at the net asset
value thereof as defined in subsection (i) below.
(e) Liquidation. In the event of the liquidation or dissolution of the
Corporation, the shareholders of the class or series shall be entitled to
receive, as a series and in preference to any other series, when and as declared
by the Board of Directors, the excess of the assets belonging to the class or
series over the liabilities belonging to that series and such shareholders shall
not be entitled thereby to any distribution upon liquidation of any other class
or series. The assets so distributable to the shareholders of the class or
series shall be distributed among such shareholders in proportion to the number
of shares of that series held by them and recorded on the books of the
Corporation. The liquidation of the class or series may be authorized by vote of
a majority of the Board of Directors then in office, subject to the approval of
a majority of the outstanding securities of that series, as defined in the 1940
Act, and without the vote of the holders of any other class or series. The
liquidation or dissolution of the class or series may be accomplished, in whole
or in part, by the transfer of assets of such series to another class or series
or by the exchange of shares of such series for the shares of another class or
series.
(f) Voting. On each matter submitted to a vote of the shareholders of the
Corporation, each holder of a share of the class or series shall be entitled to
one vote for each share of the class or series standing in his name on the books
of the Corporation, and all shares of all classes or series shall vote as a
single class or series ("Single Class Voting"); provided, however, that (a) as
to any matter with respect to which a separate vote of the class or series or of
any class or classes thereof is required by the 1940 Act or by the Maryland
General Corporation Law (including, without limitation, approval of any plan,
agreement or other arrangement referred to in subsection (1)(ii)3) below), such
requirement as to a separate vote by the class or series or of any class or
classes thereof shall apply in lieu of Single Class Voting as described above;
(b) in the event that the separate vote requirements referred to in (a) above
apply with respect to one or more classes of series, then, subject to (c) below,
the shares of all other classes or series shall vote as a single class or
series; and (c) as to any matter which does not affect the interest of the class
or series, or of any class or classes thereof, the holders of shares of the
class or series, or of any class or classes thereof, as the case may be, shall
not be entitled to vote.
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As to any matter with respect to which a separate vote of the class or series is
required pursuant to proviso (a) above, notwithstanding any provision of law
requiring any action on that matter to be taken or authorized by the holders of
a greater proportion than a majority of the class or series entitled to vote
thereon, such action shall be valid and effective if taken or authorized by the
affirmative vote of the holders of a majority of shares of the class or series
outstanding and entitled to vote thereon.
(g) Redemption by Shareholder. Each holder of shares of the class or series
shall have the right at such times as may be permitted by the Corporation, but
no less frequently than once each week, to require the Corporation to redeem all
or any part of his shares of the class or series at a redemption price per share
equal to the net asset value per share of the class or series next determined
(in accordance with subsection (9.)) after the Shares are properly tendered for
redemption, less such redemption charge (which may, but is not required to be,
the same for the shares of each class of the class or series) as is determined
by the Board of Directors. Payment of the redemption price shall be in cash;
provided, however, that if the Board of Directors determines, which
determination shall be conclusive, that conditions exist which make payment
wholly in cash unwise or undesirable, the Corporation may make payment wholly or
partly in securities or other assets belonging to the class or series at the
value of such securities or assets used in such determination of net asset
value.
Notwithstanding the foregoing, the Corporation may postpone payment of the
redemption price and may suspend the right of the holders of shares of the class
or series to require the Corporation to redeem shares of that series during any
period or at any time when and to the extent permissible under the 1940 Act.
(h) Redemption by Corporation. The Board of Directors may cause the Corporation
to redeem at net asset value the shares of the class or series from a holder who
holds shares of that class or series having an aggregate net asset value
(determined in accordance with subsection (i)) of an amount equal to $100 less
than the minimum initial investment in or less in his account (or such lesser
amount as may be set from time to time by the Corporation), provided that at
least sixty (60) days' prior written notice of the proposed redemption has been
given to such holder by postage paid mail to his last known address. For the
purposes of this calculation the Corporation shall only consider account value
reductions due to redemptions by the holder. Upon redemption of such shares
pursuant to this subsection, the Corporation shall promptly cause payment of the
full redemption price to be made to the holder of such shares so redeemed.
(i) Net Asset Value Per Share. Subject to subsection (12.) below, the net asset
value per share of the class or series shall be the quotient obtained by
dividing the value of the net assets of that series (being the value of the
assets belonging to that series less the liabilities belonging to that series)
by the total number of shares of the class or series outstanding, all determined
by the Board of Directors in accordance with generally accepted accounting
principles and not inconsistent with the 1940 Act.
The Board of Directors may determine to maintain the net asset value per share
of the class or series at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the 1940 Act for the
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continuing declarations of income attributable to that series as dividends
payable in additional shares of the class or series at the designated constant
dollar amount and for the handling of any losses attributable to that series.
Such procedures may provide that in the event of any loss, each shareholder
shall be deemed to have contributed to the capital of the Corporation
attributable to the class or series his pro rata portion of the total number of
shares required to be cancelled in order to permit the net asset value per share
of the class or series to be maintained, after reflecting such loss, at the
designated constant dollar amount. Each shareholder of the class or series shall
be deemed to have agreed, by his investment in such series, to make the
contribution referred to in the preceding sentence in the event of any such
loss.
j) Equality. Subject to subsection (1) below, all shares of the class or series
shall represent an equal proportionate interest in the assets belonging to the
class or series (subject to the liabilities belonging to that series), and each
share of the class or series shall be equal to each other share of that series.
The Board of Directors may from time to time divide or combine the shares of the
class or series, or any class or classes thereof, into a greater or lesser
number of shares of the class or series or any class or classes thereof, as the
case may be, without thereby changing the proportionate beneficial interest in
the assets belonging to the class or series or in any way affecting the rights
of shares of the class or series, or any class thereof.
(k) Conversion or Exchange Rights. Subject to compliance with the requirements
of the 1940 Act, the Board of Directors shall have the authority to provide that
holders of shares of the class or series shall have the right to convert or
exchange said shares into shares of one or more other classes or series of
shares in accordance with such requirements and procedures as may be established
by the Board of Directors.
(l) Designation of Classes.
(i) The class or series of Common Stock may have such number of classes of
Common Stock as shall be designated by the Board of Directors from time to time.
Any class of Common Stock of the class or series shall be referred to herein
individually as a "Class" and collectively, together with any further class or
classes of such Series from time to time established, as the "Classes".
Each Class shall consist of, until further changed, such number of shares as
shall be designated by the Board of Directors from time to time, provided that
the total number of shares of all Classes of the class or series shall not
exceed the number of shares classified from time to time as capital stock of the
class or series. All such shares are initially classified as Class A Common
Stock of the class or series. Designations of shares among the Classes by the
Board of Directors shall be effectuated through the filing from time to time of
articles supplementary to the Corporation's Charter.
(ii) All Classes of the class or series shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation, and other rights
with any other shares of Common Stock of that Series; provided, however, that
notwithstanding anything in this Charter to the contrary:
1) The shares of Class A Common Stock shall be sold without front-end sales
loads; provided, however, if no other Class is at that time
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established, that the Board of Directors may in its discretion authorize the
sale of Class A Common Stock with front-end sales loads, contingent deferred
sales charges or such other sales or redemption charge arrangements as are in
accordance with the 1940 Act and applicable rules and regulations (if any) of
the National Association of Securities Dealers, Inc. ("NASD").
2) Articles supplementary hereafter adopted by the Board of Directors in
connection with the designation of any additional Classes may provide that
shares of each additional Class may be subject to such no-load arrangements,
front-end sales loads, contingent deferred sales charges or such other sales or
redemption charge arrangements as may be established from time to time by the
Board of Directors in accordance with the 1940 Act and applicable rules and
regulations (if any) of the NASD.
3) Expenses related solely to a particular Class (including, without limitation,
distribution expenses under a 1940 Act Rule 12b-1 plan and administrative
expenses under an administration or service agreement, plan or other
arrangement, however designated) shall be borne by that Class and shall be
appropriately reflected (in the manner determined by the Board of Directors) in
the net asset value, dividends, distribution and liquidation rights of the
shares of that Class.
4) Articles supplementary hereafter adopted by the Board of Directors in
connection with the designation of any additional Classes may provide that on an
anniversary (as designated in such articles supplementary) of the first business
day of the month following the month in which shares of a Class were purchased
by a stockholder, such shares (as well as a pro rata portion of any shares
purchased through the reinvestment of dividends and other distributions paid in
respect of all shares of that Class held by such stockholder) may automatically
convert to shares of Class A Common Stock or any other Class as may be
designated in the articles supplementary; provided, however, that such
conversion may be subject to the continuing availability of an opinion of
counsel to the effect that the conversion of the shares of that Class does not
constitute a taxable event under federal income tax law. The Board of Directors,
in its sole discretion, may suspend the conversion of shares of that Class if
such opinion is no longer available.
(m) Fractional Shares. The Corporation may issue and sell fractions of shares of
the class or series, or any class or classes thereof, having pro rata all the
rights of full shares of the class or series, or any class thereof, including,
without limitation, the right to vote and to receive dividends, and wherever the
words "share" or "shares" are used in the Articles or in the By-Laws, they shall
be deemed to include fractions of shares of the class or series, or any class or
classes thereof, as the case may be, where the context does not clearly indicate
that only full shares are intended.
(n) Stock Certificates. The Corporation shall not be obligated to issue
certificates representing shares of the class or series, or any class or classes
thereof, unless it shall receive a written request therefor from the record
holder thereof in accordance with procedures established in
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the By-Laws or by the Board of Directors.
VI.
DIRECTORS
The number of directors of the Corporation shall be six (6), and the names of
those who currently serve as directors and shall act as such until the next
annual meeting or until their successors are duly chosen and qualify are as
follows:
Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxx Xxxxxxx Xxx
Xxxxx Xxxxxx Xxxxxxx X. Xxxx
However, the By-Laws of the Corporation may fix the number of directors at a
number greater or lesser than that named in the Charter and may authorize the
Board of Directors, by the vote of a majority of the entire Board of Directors,
to increase or decrease the number of directors fixed by the Charter or by the
By-Laws within limits specified in the By-Laws and to fill the vacancies created
by any such increase in the number of directors; provided that in no case shall
the authorized number of directors be less than three (3). The directors of the
Corporation need not be stockholders of the Corporation.
VII.
PROVISIONS FOR DEFINING, LIMITING AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND
OF THE DIRECTORS AND SHAREHOLDERS
(1) No holder of any stock or any other securities of the Corporation, whether
now or hereafter authorized, shall have any preemptive right to subscribe for or
purchase any stock or any other securities of the Corporation other than such,
if any, as the Board of Directors, in its sole discretion, may determine and at
such price or prices and upon such other terms as the Board of Directors, in its
sole discretion, may fix; and any stock or other securities which the Board of
Directors may determine to offer for subscription may, as the Board of Directors
in its sole discretion shall determine, be offered to the holders of any class,
series or type of stock or other securities at the time outstanding to the
exclusion of the holders of any or all other classes, series or types of stock
or other securities at the time outstanding.
(2) Any contract, transaction or act of the Corporation or of the Board of
Directors which shall be ratified by a majority of a quorum of the stockholders
having voting powers at any annual meeting, or at any special meeting called for
such purposes, shall so far as permitted by law be as valid and as binding as
though ratified by every stockholder of the Corporation.
(3) Notwithstanding any provision of law requiring the authorization of any
action by a greater proportion than a majority of the total number of shares of
all classes of capital stock or of the total number of shares of any class of
capital stock, such action shall be valid and effective if
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authorized by the affirmative vote of the holders of a majority of the total
number of shares of all classes outstanding and entitled to vote thereon, except
as otherwise provided in the Charter.
(4) The Corporation shall indemnify (a) its directors to the full extent
provided by the general laws of the State of Maryland now or hereafter in force,
including the advance of expenses under the procedures provided by such laws;
(b) its officers to the same extent it shall indemnify its directors; and (c)
its officers who are not directors to such further extent as shall be authorized
by the Board of Directors and be consistent with law. The foregoing shall not
limit the authority of the Corporation to indemnify other employees and agents
consistent with law.
(5) In addition to the powers and authority hereinbefore, hereinafter or by
statute expressly conferred upon them, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the express provisions of the laws of the
State of Maryland, of the Charter and of the By-Laws of the Corporation.
VIII.
DETERMINATION BINDING
(1) Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practices by or pursuant to the
direction of the Board of Directors as to (a) the amount of the assets,
obligations or liabilities of the Corporation, (b) the amount of the net income
of the Corporation from dividends and interest for any period or amounts at any
time legally available for the payment of dividends, (c) the amount of any
reserves or charges set up and the propriety thereof, (d) the time of or purpose
for treating any reserves or charges, (e) the use, alteration or cancellation of
any reserves or charges (whether or not any obligation or liability for which
such reserves or charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged),
(f) the price or closing bid or asked price of any security owned or held by the
Corporation, (g) the market value or fair value of any security or any other
asset owned by the Corporation, (h) the number of shares of the Corporation
outstanding or deemed to be outstanding, (1) the impracticability or
impossibility of liquidating securities in orderly fashion, (j) the method of
payment for any such shares repurchased or (i) any other matters relating to the
issue, sale, redemption, repurchase, and/or other acquisition or disposition of
securities or shares of the capital stock of the Corporation, and any reasonable
determination made in good faith by the Board of Directors as to whether any
transaction constitutes a purchase of any securities on "margin", a sale of any
securities "short", or an underwriting of the sale of, or a participation in any
underwriting or selling group in connection with the public distribution of, any
securities, shall be final and conclusive, and shall be binding upon the
Corporation and all holders of shares of its capital stock, past present and
future. Shares of the capital stock of the Corporation are issued and sold on
the condition and understanding that any and all such determinations shall be
binding as aforesaid.
(2) No provision of this Charter shall be effective to (a) require a waiver of
compliance with any provision of the Securities Act of 1933 or the Investment
Company Act of 1940, as amended, or of any valid rule, regulation or order of
the Securities and Exchange Commission thereunder, or (b) protect or purport to
protect any director or officer of the Corporation against any liability to the
Corporation or its security holders to which such person would otherwise be
subject to reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
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person's office.
IX.
PERPETUAL EXISTENCE
The duration of the Corporation shall be perpetual.
X.
AMENDMENT
From time to time any of the provisions of the Charter may be amended, altered
or repealed (including any amendment which changes the terms of any of the
outstanding stock by classification, reclassification or otherwise), upon the
vote of the holders of a majority of the shares of Common Stock of the
Corporation at the time outstanding and entitled to vote, and other provisions
which might under the statutes of the State of Maryland at the time in force be
lawfully contained in the Charter, may be added or inserted upon the vote of the
holders of a majority of the shares of Common Stock of the Corporation at the
time outstanding and entitled to vote, and all rights at any time conferred upon
the stockholders of the Corporation by this Charter are granted subject to the
provisions of this Article X.
The term "the Charter" as used herein and in the By-Laws of the Corporation
shall be deemed to mean these Amended and Restated Articles of Incorporation as
from time to time amended and restated.
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SECOND: (a) The foregoing amendment and restatement of the Charter of the
Corporation does not increase or decrease the authorized stock of the
Corporation.
(b) The amendment contains a description, as amended, of each class,
including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption.
THIRD: The provisions set forth in these Articles of Amendment and
Restatement are all the provisions of the Charter currently in effect.
FOURTH: These Articles of Amendment and Restatement were advised by the
Board of Directors and approved by the stockholders.
IN WITNESS WHEREOF, I have signed these Amended and Restated Articles on this
28th day of January, 1994.
ATTEST: MERIDIAN FUND, INC.
By:
Xxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxxx, Xx., President
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THE UNDERSIGNED, President of Meridian Fund, Inc., who executed on behalf of
said Corporation the foregoing Amended and Restated Articles of Incorporation,
of which this certificate is made a part, hereby acknowledges, in the name and
on behalf of said Corporation, the foregoing Amended and Restated Articles of
Incorporation to be the corporate act of said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
Xxxxxxx X. Xxxxx, Xx.
President
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