CERTIFICATE OF INCORPORATION

 

OF

 

FPA CORPORATION

 

FIRST: The name of the Corporation is FPA CORPORATION.

 

SECOND: The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

 

THIRD: The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. Without limiting in any manner the scope or generality of the foregoing, the Corporation is hereby granted the following powers:

 

To acquire, develop, finance, borrow on, invest in, mortgage, pledge, encumber, build upon, construct, sell, lease, manage, hold or in any other manner deal in any and all interests in real estate of any kind whatsoever throughout the United States and the rest of the world.

 

FOURTH: The aggregate number of shares which Corporation shall have authority to issue is:

 

4,000,000 shares of Common Stock of $1.00 par value per share, each share of which shall be entitled to one vote at all meetings of the Stockholders.

 

500,000 shares of Preferred Stock of $1.00 par value per share.

 

The Preferred Stock may be issued from time to time in one or more series, each of which series to have such powers, vote designations, preferences, qualifications, limitations, restrictions, participations, options, or other relative or special rights, as are stated and expressed herein or, to the extent permitted by law, in the resolution or resolutions providing for the issuance of such series, as adopted by the Board of Directors. The Board of Directors is hereby expressly empowered, subject to the provisions of this Article, to provide for the issuance of Preferred Stock from time to time in one or more series and to fix, as to such series, by resolution or resolutions providing for the issuance of such series:

 

(i) the number of shares to constitute such series and the title or designation of the series;

 

(ii) the rate of dividend, whether or not cumulative, and the extent of further participation in dividends or distributions, if any;

 


 

(iii) the price and the terms and conditions, if any, upon which shares of such series are redeemable;

 

(iv) whether or note the shares of such series shall be subject to sinking fund provisions for the redemption or purchase of shares;

 

(v) the amount, if any, payable upon shares in event of voluntary or involuntary liquidation of the Corporation;

 

(vi) the terms and conditions, if any, on which shares of such series are convertible;

 

(vii) the voting power, if any, of such series by determining the votes (or fraction of a vote) per share and the elections or events upon which such series may be voted, or may determine to restrict or elimination entirely the right of such series to vote;

 

(viii) such other powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as and to the extent permitted by law.

 

FIFTH: The name and mailing address of the incorporator is Richard B. Laden, 22nd Floor, Philadelphia Saving Fund Building, Philadelphia, Pennsylvania, 19107.

 

SIXTH: The Board of Directors shall have the power to make, alter or repeal the by-laws of the Corporation at any regular or special meeting at which a quorum is present by the affirmative vote of the majority of the directors attending such meeting and voting thereon.

 

I, the undersigned, being the incorporator herein named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that the facts herein stated are true and accordingly have hereunto set my hand this 30th day of August, 1969.

 

RICHARD B. LADEN, Incorporator

 

 

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CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

FPA CORPORATION

 

Pursuant to the Provisions of Section 242 of the

General Corporation Law of the State of Delaware

 

______________

 

 

The undersigned, being respectively the Chairman of the Board and an Assistant Secretary of FPA Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DO HEREBY CERTIFY:

 

FIRST: That the Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on September 4, 1969.

 

SECOND: A Certificate of Amendment to the Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 25, 1983.

 

THIRD: That the Certificate of Incorporation of the Corporation, as amended, is hereby further amended by the addition of the following ARTICLE SEVENTH:

 

“SEVENTH. No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (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) for paying a dividend or approving a stock repurchase which was illegal under Section 174 (or any successor section) of the Delaware General Corporation law, or (iv) for any transaction from which the director derived an improper personal benefit. This paragraph Seventh shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this paragraph Seventh becomes effective. If the Delaware General Corporation Law hereafter is amended to eliminate or limit further the liability of a director, then a director of the corporation, in addition to the circumstances in which a director is not personally liable for monetary damages as set forth in this paragraph Seventh, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law.”

 

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FOURTH: That the foregoing amendment to the Corporation's Certificate of Incorporation was set forth at a meeting of the Board of Directors, pursuant to notice duly given, held on September 15, 1986.

 

FIFTH: That the foregoing amendment to the Corporation's Certificate of Incorporation was adopted by the vote of a majority of all the stockholders of the outstanding shares entitled to vote thereon, at an annual meeting of stockholders, pursuant to notice duly given, held on December 12, 1986.

 

SIXTH: That said amendment does not effect any change in the issued shares of the Corporation.

 

SEVENTH: That the aforesaid amendment has been duly adopted in accordance with the applicable provisions of Section 242 and 222 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, we, the undersigned, being the Chairman of the Board and an Assistant Secretary of FPA Corporation, have hereunto set our hands this 12th day of December, 1986 and acknowledge that the instrument is out act and deed and that the facts stated herein are true.

 

 

 

 

 

 

Jeffrey P. Orleans

 


Jeffrey P. Orleans

 

Chairman of the Board

 

 Attest:

 

 

 

 

 

 

 

Robert W. Brent

 

 

 


Assistance Secretary

 

   
[SEAL]

 

 

 

 

 

 

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FPA CORPORATION

 

FPA CORPORATION, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”),

 

DOES HEREBY CERTIFY THAT:

 

FIRST: The Board of Directors of the Corporation has adopted the following resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

 

RESOLVED, that Article First of the Corporation's Certificate of Incorporation, be, subject to the requisite stockholder approval, amended to read in its entirety as follows (the “Amendment”)

 

“FIRST: The name of the Corporation is Orleans Homebuilders, Inc.”

 

FURTHER RESOLVED, that the Board of Directors of the Corporation hereby finds and declares that the adoption of the Amendment is advisable and in the best interests of the Corporation.

 

SECOND: Thereafter, in lieu of a meeting and vote of stockholders, the holder of record of an aggregate of 7,085,675 shares of the 11,356,018 outstanding shares of common stock of the Corporation, having not less than the minimum number of votes necessary to authorize the Amendment, gave a written consent to the Amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law.

 

THIRD: The Amendment has been duly adopted in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.

 

FOURTH: The Amendment shall not be effective until 11:59 p.m. on July 13, 1998.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer this 13th day of July, 1998.

 

 

 

 

 

 

FPA CORPORATION

 
 

  
 

 

 

By:  Joseph A. Santangelo

 


Name  Joseph A. Santangelo

 

Title: Treasurer and Secretary