RESTATED CERTIFICATE OF INCORPORATION
This Restated Certificate of Incorporation of Paychex, Inc. (the
"Corporation") restates the provisions of the original Certificate of
Incorporation of the Corporation and supersedes the original Certificate of
Incorporation as heretofore amended or supplemented.
1. The name of the corporation (hereafter the "Corporation") is Paychex, Inc.
The name under which the Corporation was originally incorporated was BLASE T.
2. The date of filing of the original Certificate of Incorporation of the
Corporation with the Secretary of State of the State of Delaware was April 26,
3. The Certificate of Incorporation is restated to read as follows:
1. The name of the corporation is Paychex, Inc.
2. The address of its registered office in the State of Delaware
is 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.
3. The nature of the business or purposes to be conducted or
To act as designated agent for persons, partnerships, firms,
associations, institutions or corporations employing persons performing
services for wages, salaries or other forms of compensation;
To have the control, receipt, custody or disposal of, or pay
the periodically due wages, salaries or compensation of an employee or
group of employees, employed by one or more of the employers who shall
designate the corporation as agent.
To perform such acts as are required of such employer or
employers under any federal, state or local statute or ordinance with
respect to payment of wages including, without limitation, the payment of
statutory withholding taxes, mandatory
insurance premiums, other taxes and the preparation of payroll reports
required to be submitted to governmental and other agencies.
To engage in any other commercial, mercantile, industrial,
manufacturing, or franchise business permitted by law.
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and personal
property of every class and description.
To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and
to undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trade-marks and trade
names, relating to or useful in connection with any business of this
To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of
the capital stock, or any voting trust certificates in respect of the
shares of capital stock, scrip, warrants, rights, bonds, debentures,
notes, trust receipts, and other securities obligations, choses in action
and evidences of indebtedness or interest issued or created by any
corporations, joint stock companies, or private, or by the government of
the United States of America, or by any foreign government, or by any
state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise
all the rights, powers and privileges of ownership, including the right to
and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in
To borrow or raise money for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills
of exchange, warrants bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to secure
the payment of any thereof and of the interest thereon by mortgage upon or
pledge, conveyance or assignment in trust of the whole or any part of the
property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with real or personal property, or any interest
therein, wherever situated, and to sell, convey, lease, exchange, transfer
or otherwise dispose of, or mortgage or pledge, all or any of the
corporation's property and assets, or any interest therein, wherever
In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by any
other law of Delaware or by this certificate of incorporation together
with any powers incidental thereto, so far as such powers and privileges
are necessary or convenient to the conduct, promotion or attainment of the
business or purposes of the corporation.
The business and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other
clause in this certificate of incorporation, but the business and purposes
specified in each of the foregoing clauses of this article shall be
regarded as independent business and purposes.
4. The total number of shares of stock which the Corporation
shall have authority to issue is 600,000,000 shares of common stock and
the par value of each of such shares is $.01, amounting in the aggregate
5. The corporation is to have perpetual existence.
6. The directors shall be elected annually.
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 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. The foregoing provisions
shall not eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provisions become
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter
or repeal the By-Laws of the Corporation.
7. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the
corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the board of directors or in the by-laws
of the corporation.
8. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in
the manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
4. This Restated Certificate of Incorporation was duly adopted in accordance
with Section 245 of the Delaware General Corporation Law and only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as amended or supplemented, and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
IN WITNESS WHEREOF, Paychex, Inc. has caused this Restated Certificate of
Incorporation to be signed by its Secretary, John M. Morphy, this 12th day of
By: /s/ John M. Morphy
John M. Morphy, Secretary
[As Filed: 07-20-2004]