CERTIFICATE OF INCORPORATION

 

                                       OF

 

                             MOLINA HEALTHCARE, INC.

 

                                    ARTICLE I

 

               The name of this Corporation shall be: Molina Healthcare, Inc.

 

                                   ARTICLE II

 

               The name of the registered office of the Corporation in the State

of Delaware is The Corporation Trust Company, and the address of the registered

agent at that address is 1209 Orange Street, City of Wilmington, County of New

Castle, Delaware.

 

                                   ARTICLE III

 

               The purpose of the Corporation 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 "Delaware Corporation Law").

 

                                   ARTICLE IV

 

               A. The total number of shares of all classes of capital stock

which the Corporation shall have the authority to issue is 100,000,000 shares,

consisting of (a) 80,000,000 shares of Common Stock, par value $0.001 per share

("Common Stock"), and (b) 20,000,000 shares of Preferred Stock, par value $0.001

per share ("Preferred Stock").

 

               B. Preferred Stock.

 

                    1.   The Board of Directors of the Corporation (the "Board

of Directors") is authorized to provide, by resolution, for one or more series

of Preferred Stock to be comprised of authorized but unissued shares of

Preferred Stock. Except as may be required by law, the shares in any series of

Preferred Stock need not be identical to any other series of Preferred Stock.

Before any shares of any such series of Preferred Stock are issued, the Board of

Directors shall fix, and is hereby expressly empowered to fix, by resolution,

rights, preferences and privileges of, and qualifications, restrictions and

limitations applicable to such series, including the following:

 

                    (a)  The designation of such series, the number of shares to

               constitute such series and the stated value thereof (if different

               from the par value thereof);

 

                    (b)  Whether the shares of such series shall have voting

               rights (and, if so, the terms of such voting rights, which may be

               full, special or limited) and whether or not such series is to be

               entitled to vote as a separate class either alone or together

               with the holders of one or more other series or class of capital

               stock;

 

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                    (c)  The preferences and relative, participating, optional

               or other special rights, if any, and the qualifications,

               limitations or restrictions, if any, with respect to such series;

 

                    (d)  The dividends, if any, payable on such series, whether

               any such dividends shall be cumulative (and, if so, from what

               dates), whether any such dividends are payable in cash, stock of

               the Corporation or other property or a combination thereof, the

               conditions and dates upon which such dividends shall be payable

               and the preference or relation which such dividends shall bear to

               the dividends payable on any shares of capita] stock of any other

               class or any other series of Preferred Stock;

 

                    (e)  Whether the shares of such series shall be subject to

               redemption by the Corporation or upon the happening of any

               specified event, and, if so, the times, prices (which may be

               payable in the form of cash, notes, securities or other property

               or rights) and other conditions relating to such redemption;

 

                    (f)  The amounts payable in respect of shares of such

               series, and the other rights and preferences of the holders of

               such shares, in the event of the voluntary or involuntary

               liquidation, dissolution or winding up, or upon any distribution

               of the assets, of the Corporation;

 

                    (g) Whether the shares of such series shall be subject to a

               retirement or sinking fund (and, if so, the extent to and manner

               in which any such retirement or sinking fund shall be applied to

               the purchase or redemption of the shares of such series for

               retirement or other corporate purposes and the other terms and

               provisions relating thereto);

 

                    (h)  Whether the shares of such series shall be convertible

               into, or exchangeable for, shares of Common Stock or any other

               series of Preferred Stock, any other securities (whether or not

               issued by the Corporation) or any other property of the

               Corporation (and, if so, the price or prices or the rate or rates

               of such conversion or exchange, and any other terms and

               conditions of such conversion or exchange);

 

                    (i)  The limitations and restrictions, if any, to be

               effective upon the payment of dividends or the making of other

               distributions on, or upon the purchase, redemption or other

               acquisition by the Company of, Common Stock or other shares of

               capital stock of any other class or any other series of Preferred

               Stock; and

 

                    (j)  The conditions (if any) applicable to, or restrictions

               (if any) on, the creation of indebtedness of the Corporation or

               upon the issuance of any additional capital stock, including

               additional shares of such series or any other series of Preferred

               Stock or any other class of capital stock.

 

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                    2.   The Board of Directors is authorized to increase the

number of shares of the Preferred Stock designated for any existing series of

Preferred Stock by a resolution adding to such series authorized and unissued

shares of the Preferred Stock not designated for any other series of Preferred

Stock. The Board of Directors is authorized to decrease the number of shares of

the Preferred Stock designated for any existing series of Preferred Stock by a

resolution, subtracting from such series unissued shares of the Preferred Stock

designated for such series.

 

               C.   Common Stock

 

                    1.   Except as otherwise required by law, and subject to any

special voting rights which may be granted to any series of Preferred Stock in

the Board of Directors resolutions which create such series, each holder of

Common Stock shall be entitled to one vote for each share of Common Stock

standing in such holder's name on the records of the Corporation on each matter

submitted to a vote of the stockholders. Holders of Common Stock shall not have

the right to cumulative voting in the election of directors of the Corporation.

 

                    2.   Subject to the rights of the holders of the Preferred

Stock, the holders of the Common Stock shall be entitled to receive such

dividends and other distributions, in cash, securities or property of the

Corporation, as may be declared thereon from time to time by the Board of

Directors, out of the assets and funds of the Corporation legally available

therefor.

 

                    3.   Upon any liquidation, dissolution or winding up of the

Corporation, the holders of the Common Stock shall be entitled to receive,

ratably in accordance with the shares of Common Stock held by them, any amounts

remaining after payment of the holders of the Preferred Stock.

 

               D.   General.

 

                    1.   Subject to the foregoing provisions of this Certificate

of Incorporation, the Corporation may issue shares of its Preferred Stock and

Common Stock from time to time for such consideration (in any form, but not less

in value than the par value thereof) as may be fixed by the Board of Directors,

which is expressly authorized to fix such consideration in its absolute and

uncontrolled discretion subject to the foregoing conditions. Shares of Preferred

Stock or Common Stock so issued for which the consideration shall have been paid

or delivered to the Corporation shall be deemed fully paid stock and shall not

be subject to any further call or assessment thereon, and the holders of such

shares shall not be liable for any further payments in respect of such shares.

 

                    2.   The Corporation shall have authority to create and

grant rights and options entitling their holders to purchase or otherwise

acquire shares of any class or series of the Corporation's capital stock or

other securities of the Corporation, and such rights and options shall be

evidenced by instruments approved by the Board of Directors. The Board of

Directors shall be empowered to set the exercise price, duration, times for

exercise and other terms of such options or rights; provided, however, that the

consideration to be

 

                                        3

 

<PAGE>

 

received (which may be in any form permitted by the Board of Directors) for any

shares of capital stock subject thereto shall have a value not less than the par

value thereof.

 

                                    ARTICLE V

 

          A.   The management of the business and the conduct of the affairs of

the Corporation shall be vested in the Board of Directors of the Corporation.

The number of directors which shall constitute the entire Board of Directors

shall be fixed by, or in the manner provided in, the Bylaws of the Corporation,

subject to any restrictions that may be set forth in this Certificate.

 

          B.   The directors of the Corporation shall be classified, with

respect to the time for which they hold office, into three classes as nearly

equal in number as possible: one class the term of which expires at the first

annual meeting of stockholders that is held after the first organizational

meeting of the Board of Directors, a second class the term of which expires at

the second annual meeting of stockholders that it held after the first

organizational meeting of the Board of Directors and a third class the term of

which expires at the third annual meeting of stockholders that is held after the

first organizational meeting of the Board of Directors, with the directors in

each such class to hold office until their successors are elected and qualified.

If the number of directors is changed by the Board of Directors, then any

newly-created directorships or any decrease in directorships shall be so

apportioned among such classes as to make all such classes as nearly equal in

number as possible; provided, however, that no decrease in the number of

directors shall shorten the term of any incumbent director. At each annual

meeting of the stockholders of the Corporation, subject to the rights of the

holders of any class or series of capital stock having a preference over Common

Stock as to dividends or upon liquidation, the successors of the class of

directors the term of which expires at such meeting shall be elected to hold

office for a term expiring at the annual meeting of stockholders of the

Corporation held in the third year following the year of such election.

 

                                   ARTICLE V1

 

          In furtherance and not in limitation of the powers conferred by

statute, the Board of Directors is expressly authorized to make, repeal, alter,

amend and rescind the Bylaws of the Corporation; provided, however, that the

stockholders may change or repeal any Bylaw adopted by the Board of Directors by

the affirmative vote of the percentage of holders of capital stock as set forth

therein.

 

                                   ARTICLE VII

 

          The election of directors at an annual or special meeting of

stockholders of the Corporation need not be by written ballot unless the Bylaws

of the Corporation shall so provide.

 

                                        4

 

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                                  ARTICLE VIII

 

          A.   The Corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or

investigative, by reason of the fact that such person is or was a director or an

officer of the Corporation against expenses (including, without limitation,

attorneys' fees), judgments, fines and amounts paid in settlement actually and

reasonably incurred thereby in connection with such action, suit or proceeding

to the fullest extent permitted by the Delaware Corporation Law and any other

applicable law as shall be from time to time in effect. Such right of

indemnification shall not be deemed to be exclusive of any rights to which any

such director or officer may otherwise be entitled. The provisions of this

Article VIII--Section A shall be deemed to constitute a contract between the

Corporation and each director and officer of the Corporation serving in such

capacity at any time while this Article VIII--Section A is in effect, and any

repeal or modification thereof shall not affect any right or obligation then

existing with respect to any state of facts then or theretofore existing or any

action, suit or proceeding theretofore or thereafter brought or threatened based

in whole or in part upon any such state of facts.

 

          B.   The Corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or

investigative, by reason of the fact that such person is or was serving at the

request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise including

service with respect to an employee benefit plan, against expenses (including,

without limitation, attorneys' fees), judgments, fines and amounts paid in

settlement actually and reasonably incurred thereby in connection with such

action, suit or proceeding to the extent permitted by and in the manner set

forth in the Delaware Corporation Law and any other applicable law as shall be

from time to time in effect. Such right of indemnification shall not be deemed

to be exclusive of any other rights to which any such person may otherwise be

entitled.

 

                                   ARTICLE IX

 

          To the fullest extent permitted by the Delaware Corporation Law, a

director of the Corporation shall not be liable to the Corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director. In

furtherance thereof, a director of the Corporation shall not be personally

liable to the Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, except for liability (i) for any breach of the

director's duty of loyalty to the Corporation or its stockholders, (ii) for acts

or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law, (iii) under Section 174 of the Delaware Corporation

Law, as currently in existence or hereafter amended, or (iv) for any transaction

from which the director derived an improper personal benefit. If the Delaware

Corporation Law hereafter is amended to authorize the further elimination or

limitation of the liability of directors, then the liability of directors shall

be eliminated or limited to the full extent authorized by the Delaware

Corporation Law, as so amended.

 

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<PAGE>

 

                                    ARTICLE X

 

          A.   Special meetings of the stockholders of the Corporation for any

purpose or purposes may be called at any time by the President or Chief

Executive Officer of the Corporation, the Chairperson of the Board of Directors

or the Board of Directors or a Committee of the Board of Directors which has

been duly designated by the Board of Directors and the powers and authority of

which, as provided in a resolution of the Board of Directors or in the Bylaws of

the Corporation, include the power to call special meetings of the stockholders.

Such special meetings may not be called by any other person or persons.

 

          B.   So long as the Corporation has more than one stockholder, no

action required to be taken or which may be taken at any annual or special

meeting of the stockholders of the Corporation may be taken without such a

meeting, and the power of the stockholders to consent in writing, without a

meeting, to the taking of any action is specifically denied.

 

                                   ARTICLE XI

 

          Notwithstanding any other provision of this Certificate of

Incorporation or any provision of law which might otherwise permit a lesser vote

or no vote, but in addition to any affirmative vote of the holders of any

particular class or series of the capital stock of the Corporation required by

law, this Certificate of Incorporation or any designation of the Preferred

Stock, the affirmative vote of at least fifty percent (50%) of the voting power

of all of the then outstanding shares of the capital stock, voting together as a

single class, shall be required to amend, alter or appeal any provision

contained in this Certificate of Incorporation.

 

                                   ARTICLE XII

 

          The  name and mailing address of the incorporator of the Corporation

is:

 

                             Elliot Hinds

                             McDermott. Will & Emery

                             2049 Century Park East, 34th Floor

                             Los Angeles, California 90067

 

          THE  UNDERSIGNED, being the sole incorporator herein named, for the

purpose of forming a corporation pursuant to the Delaware Corporation Law, does

make this certificate, hereby declaring and certifying that the facts stated

herein are true, and accordingly have hereunto set my hand as of July 24, 2002.

 

                                            /s/

                                            ------------------------------------

                                            Elliot Hinds, Sole Incorporator

 

 

 

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

MOLINA HEALTHCARE, INC.

 

Molina Healthcare, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

1.  The Corporation hereby amends and restates Article IV, Section A of its Certificate of Incorporation (the “Certificate of Incorporation”) to read in its entirety as follows:

“A. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is 170,000,000, consisting of (a) 150,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”), and (b) 20,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”).”

2. The foregoing amendment of the Certificate of Incorporation has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.

3.  The foregoing amendment of the Certificate of Incorporation has been duly approved by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4.  The foregoing amendment of the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

*****

IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the Corporation by its Chief Executive Officer on this 2nd day of May, 2013.

 

 

Molina Healthcare, Inc.

 

  /s/ Joseph M. Molina, M.D.

Joseph M. Molina, M.D.

Chief Executive Officer

 

[As Filed: 07-25-2013]