RESTATED CERTIFICATE OF INCORPORATION

OF

SIRVA, INC.

        1.     The name of the Corporation is "SIRVA, Inc." The original name of the Corporation was "NA Holding Corporation".

        2.     The original Certificate of Incorporation of the Corporation (as amended, the "Original Certificate of Incorporation") was filed with the Secretary of State of the State of Delaware on December 19, 1997, under the name "NA Holding Corporation". The Certificate of Incorporation was amended several times, including on December 7, 1999 to change the name of the Corporation to "Allied Worldwide, Inc." and on March 7, 2002 to change the name of the Corporation to "SIRVA, Inc."

        3.     This Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation at a duly convened meeting of the Board of Directors on November 7, 2003 and by a written consent of the stockholders of the Corporation entitled to vote thereon dated November 7, 2003, in accordance with the provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware, as applicable.

        4.     This Restated Certificate of Incorporation shall become effective at 9:00 A.M. on November 24, 2003 (the "Effective Time").

        5.     Effective as of the Effective Time, the Original Certificate of Incorporation is hereby further amended and restated so as to read in its entirety as follows:

ARTICLE I

NAME OF CORPORATION

        The name of the Corporation is "SIRVA, Inc." (the "Corporation").

ARTICLE II

REGISTERED OFFICE

        The Corporation's registered office in the State of Delaware is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

        The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DGCL").

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ARTICLE IV

CAPITAL STOCK

        Section 1.    Authorized Stock.    

        (a)   The total number of shares of all stock which the Corporation has authority to issue is 550,000,000 shares, consisting of (i) 500,000,000 shares of common stock, par value of $0.01 per share (the "Common Stock"), and (ii) 50,000,000 shares of preferred stock, par value of $0.01 per share (the "Preferred Stock"), issuable in one or more series as hereinafter provided.

        (b)   The number of authorized shares of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted, with such outstanding shares of Common Stock and other stock considered for this purpose a single class of stock.

        (c)   Without any further action of the Corporation or any stockholder, each share of Common Stock, par value $0.01 per share, of the Corporation which immediately prior to the Effective Time was outstanding or held as treasury stock shall be reclassified into, become and shall be deemed to represent 3.17 shares of Common Stock (such reclassifications collectively, the "Reclassification"). No fractional shares of Common Stock shall be issued upon the Reclassification. If any fraction of a share of Common Stock would otherwise be issuable upon the Reclassification, the Corporation shall, in lieu of issuing any fractional shares of Common Stock, pay to each stockholder who would otherwise be entitled to receive a fractional share an amount in cash equal to such fraction multiplied by the per share initial public offering price of the Common Stock in the Corporation's initial underwritten public offering of Common Stock, computed to the nearest whole cent. Whether a stockholder holds fractional shares after such reclassification shall be determined on the basis of the total number of shares of Common Stock held by such holder immediately prior to such reclassification and the number of shares of Common Stock issuable upon such aggregate reclassification.

        Section 2.    Provisions Relating to the Common Stock.    

        (a)    Voting.    Except as otherwise provided in this Restated Certificate of Incorporation or by applicable law, each holder of shares of Common Stock shall be entitled, with respect to each share of Common Stock held by such holder, to one vote in person or by proxy on all matters submitted to a vote of the holders of Common Stock, whether voting separately as a class or otherwise.

        (b)    Dividends and Distributions.    Subject to the preferences and rights, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, stock or otherwise as may be declared thereon by the Board of Directors at any time and from time to time out of assets or funds of the Corporation legally available therefor.

        (c)    Liquidation Rights.    In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the preferences and rights, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

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        Section 3.    Provisions Relating to the Preferred Stock.    

        (a)    General.    

        (i)    The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the applicable provisions of the DGCL (a "Preferred Stock Certificate of Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of shares of each such series.

        (ii)   The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

        1.     the designation of the series, which may be by distinguishing number, letter or title;

        2.     the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding);

        3.     the preferences, if any, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the series;

        4.     whether dividends, if any, shall be cumulative or noncumulative and the dividend rate, if any, of the series;

        5.     whether dividends, if any, shall be payable in cash, in kind or otherwise;

        6.     the dates on which dividends, if any, shall be payable;

        7.     the redemption rights and price or prices, if any, for shares of the series;

        8.     the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series;

        9.     the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation;

        10.   whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

        11.   restrictions on the issuance of shares of the same series or of any other class or series;

        12.   whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the Corporation); and

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        13.   such other rights and provisions with respect to any series that the Board of Directors may provide.

        (iii)  The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof.

        (b)    Junior Preferred Stock.    In the event that there is any share of junior exchangeable preferred stock, par value $0.01 per share ("Junior Preferred Stock"), of the Corporation outstanding at the Effective Time, there shall be a class of preferred stock designated the "Junior Exchangeable Preferred Stock" having the powers, preferences, and other special rights and the qualifications, limitations and restrictions thereof set forth in Annex I to this Restated Certificate of Incorporation. In the event that there is no share of Junior Preferred Stock outstanding on or after the date of closing of the Corporation's initial underwritten public offering of Common Stock, without any further action by the Corporation, this Section 3(b) shall be of no further force and effect and there shall be no class of preferred stock designated the "Junior Exchangeable Preferred Stock".

        Section 4.    Voting in Election of Directors.    Except as may be required by law or as provided in this Restated Certificate of Incorporation or in a Preferred Stock Certificate of Designation, holders of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to vote on any matter or receive notice of any meeting of stockholders.

        Section 5.    Ownership of Capital Stock.    The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V

BOARD OF DIRECTORS

        Section 1.    Classified Board of Directors.    The Directors of the Corporation, subject to the rights of the holders of shares of any class or series of Preferred Stock, shall be classified with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the By-laws of the Corporation, one class ("Class I") whose term expires at the 2004 annual meeting of stockholders, another class ("Class II") whose term expires at the 2005 annual meeting of stockholders, and another class ("Class III") whose term expires at the 2006 annual meeting of stockholders, with each class to hold office until its successors are elected and qualified. At each annual meeting of stockholders of the Corporation, the date of which will be fixed pursuant to the By-Laws of the Corporation, and subject to the rights of the holders of shares of any class or series of Preferred Stock, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

        Section 2.    Removal for Cause.    Subject to the rights of the holders of any class or series of Preferred Stock, if any, to elect additional Directors under specified circumstances, any Director may be removed at any time, but only for cause, upon the affirmative vote of the holders of a majority of the combined voting power of the then outstanding stock of the Corporation entitled to vote generally in the election of Directors.

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ARTICLE VI

MANAGEMENT OF CORPORATION

        The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

        (a)   Except as may otherwise be provided in a Preferred Stock Certificate of Designation with respect to vacancies or newly created directorships in respect of directors, if any, elected by the holders of one or more series of Preferred Stock, vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause and newly created directorships resulting from any increase in the authorized number of directors shall only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

        (b)   Advance notice of nominations for the election of directors shall be given in the manner and to the extent provided in the By-Laws of the Corporation.

        (c)   The election of Directors may be conducted in any manner approved by the officer presiding at a meeting of stockholders or the Director presiding at a meeting of the Board of Directors, as the case may be, at the time when the election is held and need not be by written ballot.

        (d)   All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

        (e)   The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide. The stockholders of the Corporation may adopt, amend, alter or repeal any provision of the By-Laws upon the affirmative vote of the holders of at least three-fourths (3/4) of the then outstanding stock of the Corporation entitled to vote generally in the election of directors.

        (f)    There shall be no limitation on the qualification of any person to be elected as or to be a director of the Corporation or on the ability of any director to vote on any matter brought before the Board of Directors or any committee thereof, except (i) as required by applicable law, (ii) as set forth in this Restated Certificate of Incorporation or (iii) as set forth in any By-Law adopted by the Board of Directors with respect to eligibility for election as a director upon reaching a specified age or, in the case of employee directors, with respect to the qualification for continuing service of directors upon ceasing employment with the Corporation.

ARTICLE VII

LIABILITY OF DIRECTORS

        Section 1.    General.    

        No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except to the extent that this limitation on or exemption from liability is not permitted under the DGCL as currently in effect or as the same may hereafter be amended.

        Section 2.    Indemnification.    

        The Corporation shall indemnify and advance expenses to the directors of the Corporation to the fullest extent permitted by the applicable provisions of the DGCL, as now or hereafter in effect,

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provided that, except as otherwise provided in the By-Laws of the Corporation, the Corporation shall not be obligated to indemnify or advance expenses to a director of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director, unless such action, suit or proceeding (or part thereof) has been authorized by the Board of Directors. The rights provided by this Article VII, Section 2 shall not limit or exclude any rights, indemnities or limitations of liability to which any director of the Corporation may be entitled, whether as a matter of law, under the By-Laws of the Corporation, by agreement, vote of the stockholders or disinterested directors of the Corporation, or otherwise.

        Section 3.    Repeal or Modification.    

        Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing in respect of any act or omission occurring prior to the time of such repeal or modification. If the DGCL is amended after the filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

ARTICLE VIII

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

        Effective as of the closing of the Corporation's initial underwritten public offering of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is specifically denied. Except as otherwise provided in the By-Laws of the Corporation, a special meeting of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors, and any right of the stockholders of the Corporation to call a special meeting of the stockholders is specifically denied.

ARTICLE IX

SECTION 203 OF THE GENERAL CORPORATION LAW

        The Corporation elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, "Business Combinations With Interested Stockholders", as permitted under and pursuant to subsection (b)(3) of Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE X

AMENDMENT

        The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors (in the present form of this Restated Certificate of Incorporation or as hereinafter amended) are granted subject to this reservation, provided, however, that any amendment or repeal of Article VII shall not adversely affect any right or protection existing under this Certificate of Incorporation immediately prior to such amendment or repeal, and provided, further, that Articles V, VII, VIII, this Article X and paragraph (e) of Article VI shall not be amended, altered or repealed without the affirmative vote of the holders of at least three-fourths (3/4) of the then outstanding stock of the Corporation entitled to vote generally in the election of directors.

        .

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        IN WITNESS WHEREOF, said Corporation has duly caused this Restated Certificate of Incorporation to be signed by Ralph A. Ford, its Senior Vice President, General Counsel and Secretary, and attested by Susan Vertrees, Executive Assistant to Ralph A. Ford, this 10th day of November, 2003.

 

 

By:

 

/s/  RALPH A. FORD      


Ralph A. Ford
Senior Vice President,
General Counsel and Secretary


ATTEST:


 


 


 


 


/s/  SUSAN VERTREES      


Susan Vertrees
Executive Assistant to Ralph A. Ford


 


 


 


 

 


Exhibit 3.2


CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

SIRVA, INC.


Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

        SIRVA, INC., a corporation organized under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies as follows:

        FIRST: That the Board of Directors of the Corporation, pursuant to a unanimous written consent in lieu of a meeting of directors, duly adopted a resolution setting forth the following proposed amendment to the Restated Certificate of Incorporation of the Corporation and declaring such amendment to be advisable:

        Section 2 of Article V of the Restated Certificate of Incorporation is hereby amended by deleting such Section 2 in its entirety and inserting in lieu thereof with the following:

"Subject to the rights of the holders of any class or series of Preferred Stock, if any, to elect additional Directors under specified circumstances, any Director may be removed at any time, but only for cause, upon the affirmative vote of the holders of at least three-fourths (3/4) of the then outstanding stock of the Corporation entitled to vote generally in the election of Directors."

        SECOND: That in lieu of a meeting and vote of the stockholders of the Corporation, the stockholders have, by written consent, dated November 19, 2003, approved the adoption of the foregoing amendment in accordance with the provisions of Section 228 of the General Corporation Law, and that such consent has been filed with the minutes of the proceedings of the stockholders of the Corporation.

        THIRD: That this Amendment to the Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

        FOURTH: This Amendment to the Restated Certificate of Incorporation shall become effective immediately at 9:00 a.m. on November 24, 2003.

        IN WITNESS WHEREOF, the undersigned, being a duly authorized Officer of the Corporation, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware, does make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly has hereunto set his hand, this 19th day of November, 2003.

 

 

 


 


 


 


/s/  JAMES W. ROGERS      


Name: James W. Rogers
Title: Chairman of the Board