AMENDED AND RESTATED ARTICLES OF INCORPORATION

 

 

                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                                 WATSCO, INC.

 

 

                                   ARTICLE I

 

                  The name of the Corporation is Watsco, Inc.

 

 

                                  ARTICLE II

 

        The post office address of the principal office of this corporation in

the State of Florida is 2665 S. Bayshore Drive, Suite 901, Coconut Grove,

Florida 33133. The Board of Directors may from time to time move the office to

any other place in or outside the State of Florida.

 

 

                                  ARTICLE III

 

     A.        The aggregate number of shares of Capital Stock which the

Corporation shall have the authority to issue is 70,000,000 shares, of which

60,000,000 shares, at the par value of $.50 per share, shall be designated as

Common Stock and 10,000,000 shares, at the par value of $.50 per share, shall be

designated as Class B Common Stock.

 

     B.        The Common Stock and the Class B Common Stock shall be identical

in all respects and shall have equal rights and privileges, except as otherwise

provided in this Article III.

 

          (1)       DIVIDENDS: Subject to sub-paragraph 2 below, whenever a

dividend is paid to the shareholders of Class B Common Stock, the Corporation

shall also pay to the holders of Common Stock a dividend per share at least

equal to the dividend per share paid to the holders of the Class B Common Stock.

The Corporation may pay dividends to the holders of Common Stock in excess of

dividends paid (or without paying dividends) to holders of Class B Common Stock.

 

                                      -1-

 

          (2)       STOCK DISTRIBUTIONS: If at any time a stock distribution is

to be paid, such stock distribution may be declared and paid only as follows:

 

               (a)     So long as no shares of Common Stock have been issued or

are outstanding, shares of Common Stock may be paid to holders of Class B Common

Stock.

 

               (b)     Shares of Common Stock may be paid to holders of Common

Stock and shares of Class B Common Stock may be paid to holders of Class B

Common Stock.

 

               (c)     Whenever a stock distribution is paid, the same number of

shares shall be paid with respect to each outstanding share of Common Stock or

Class B Common Stock. The Corporation shall not combine or subdivide shares of

either class without at the same time making an appropriate combination or

subdivision of shares of the other class.

 

          (3)       VOTING: Voting power shall be divided between the Common

Stock and Class B Common Stock as follows:

 

               (a)     With respect to the election of directors, holders of

Common Stock, voting as a separate class, shall be entitled to elect

 

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that number of directors which constitute 25% of the authorized members of the

Board of Directors and, if such 25% is not a whole number, the holders of such

Common stock shall be entitled to elect the nearest higher whole number of

directors that is at least 25% of such membership. Holders of Class B Common

Stock, voting as a separate class, shall be entitled to elect the remaining

directors.

 

               (b)     The holders of Common Stock shall be entitled to vote as

a separate class on the removal, with or without cause, of any director elected

by the holders of Common Stock and the holders of Class B Common Stock shall be

entitled to vote as a separate class on the removal, with or without cause, of

any director elected by the holders of Class B Common Stock.

 

               (c)     The holders of the Common Stock and the holders of the

Class B Common Stock shall be entitled to vote as separate classes on such other

matters as may be required by law or these Amended and Restated Articles of

Incorporation to be submitted to such holders voting as separate classes.

 

                                      -2-

 

               (d)     Any vacancy in the office of a director elected by the

holders of the Common Stock may be filled by a vote of such holders voting as a

separate class and any vacancy in the office of a director elected by the

holders of the Class B Common Stock may be filled by a vote of such holders

acting as a separate class or, in the absence of a shareholder vote, in the case

of a vacancy of a director elected by either class, such vacancy may be filled

by the remaining directors as provided in the By-Laws. Any director elected by

the Board of Directors to fill a vacancy shall serve until the next election of

directors by shareholders and his or her successor has been elected and

qualified.

 

               (e)     The holders of Common Stock and Class B Common Stock

shall in all matters not specified in Sections (a), (b), (c) or (d) of this sub-

paragraph 3 ("VOTING") vote together as a single class; provided that the

holders of Common Stock shall have one (1) vote per share and the holders of

Class B Common Stock shall have ten (10) votes per share.

 

               (f)     The Common Stock will not have the right to elect the

directors set forth in paragraphs (a) and (d) above if, on the record date for

any shareholder meeting at which directors are to be elected, the number of

issued and outstanding shares of Common Stock is less than ten percent (10%) of

the aggregate number of issued and outstanding shares of Common Stock and Class

B Common Stock. In such cases, all directors to be elected at such meeting shall

be elected by holders of Common Stock and Class B Common Stock voting together

as a single class, provided that, with respect to said election, the holders of

Common Stock will have one (1) vote per share and holders of Class B Common

Stock, will have ten (10) votes per share.

 

               (g)     If, on the record date for any shareholder meeting at

which directors are to be elected, the number of issued and outstanding shares

of Class B Common Stock is less than 12-1/2% of the aggregate number of issued

and outstanding shares of Common Stock and Class B Common Stock, then the

holders of Common Stock shall continue to elect a number of Class A Directors

equal to 25% of the total number of directors constituting the entire board of

directors and, in addition, shall vote together with the holders of Class B

Common Stock to elect the Class B Directors to be elected at such meeting, with

the holders of Common Stock entitled to one (1) vote per share and the holders

of Class B Common Stock entitled to ten (10) votes per share.

 

                                      -3-

 

 

               (h)     Notwithstanding anything in this sub- paragraph 3

("VOTING") to the contrary, the holders of Common Stock shall have exclusive

voting power on all matters at any time when no Class B Common Stock

 

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is issued and outstanding.

 

          (4)       CONVERSION: Each holder of record of Class B Common Stock

may at any time or may from time to time, in such holders' sole discretion and

at such holders' option, convert any whole number or all of such holders' Class

B Common Stock into fully paid and non-assessable shares of Common Stock at the

rate of one share of Common Stock for each share of Class B Common Stock

surrendered for conversion. Any such conversion may be effected by any holder of

Class B Common Stock surrendering such holder's certificate or certificates for

the Class B Common Stock to be converted, duly endorsed, at the office of the

Corporation or any transfer agent for the Class B Common Stock, together with

written notice to the Corporation at such office that such holder elects to

convert all or a specified number of Class B Common Stock and stating the name

or names in which such holder desires the certificate or certificates for such

Common Stock to be issued. Promptly thereafter, the Corporation shall issue and

deliver to such holder or holder's nominee, a certificate or certificates for

the number of shares of Common Stock to which such holder will be entitled as

aforesaid. Such conversion shall be deemed to have been made at the close of

business at date of such surrender and the person or persons entitled to receive

the Common Stock issuable on such conversion shall be treated for all purposes

as the record holder or holders of such Common Stock on that date.

 

     No fractional shares of Common Stock shall be issued on conversion of any

Class B Common Stock but, in lieu thereof, the Corporation shall pay in cash

therefor the pro rata fair market value of any such fraction. Such fair market

value shall be based, in the case of publicly traded securities, on the last

sale price for such securities on the business day next prior to the date such

fair market value is to be determined or, in the event no sale is made on that

day, the average of the closing bid and ask prices for that day on the principal

stock exchange on which the Common Stock is traded or, if the Common Stock is

not then listed on a national securities exchange, the average of the closing

bid and ask prices for the day quoted by the NASDAQ System or, if the Common

Stock is not then quoted by the NASDAQ System, the fair market value on such day

determined by a qualified independent appraiser who is expert in evaluating such

property and appointed by the Board of Directors of the Corporation. Any such

determination of fair market value shall be final and binding on the Corporation

and on each holder of Common Stock or Class B Common Stock.

 

 

                                  ARTICLE IV

 

               This Corporation shall have perpetual existence.

 

                                      -4-

 

 

                                   ARTICLE V

 

     The Corporation shall have not less than three directors and not more than

nine to be divided, as nearly as possible, into three equal classes, Class A,

Class B, and Class C to serve in staggered terms of office of three years

apiece.

 

     Therefore, approximately one-third of the members of the Board of Directors

shall be elected every three years to serve for a term of three years until

their successors are duly elected and qualified. Vacancies in the Board of

Directors shall be filled by the majority of the directors remaining in office

for the unexpired term of office created by the vacancy; provided, however, that

vacancies created by an increase in the number of directors by the Board of

Directors between annual stockholders meetings shall be filled by a majority of

the directors remaining in office until the next annual meeting of stockholders.

 

 

                                  ARTICLE VI

 

     The Corporation reserves the right to amend or repeal any provision

 

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<PAGE>

 

contained in these Amended and Restated Articles of Incorporation, and any right

conferred upon the shareholders is subject to this reservation.

 

     The By-Laws of the Corporation may be amended from time to time by either

the shareholders or the directors, but the directors may not alter or amend any

By-Law adopted by the shareholders.

 

     Ownership of stock shall not be required to make any person eligible to

hold office either as an officer or director of this Corporation.

 

     The shareholders may, by By-Law provision or by shareholders' agreement,

recorded in the minute book, impose such restrictions on the sale, transfer, or

encumbrance of the stock of this Corporation as they may see fit.

 

     Any subscriber or stockholder present at any meeting, either in person or

by proxy, and any director present in person at any meeting of the Board of

Directors shall conclusively be deemed to have received proper notice of such

meeting unless he shall make objection at such meeting to any defect or

insufficiency of notice.

 

                                      -5-

 

     Any contract or other transaction between the Corporation and one or more

of its directors, or between the Corporation and any firm of which one or more

of its directors are members or employees, or in which they are interested, or

between the Corporation and any corporation or association of which one or more

of it directors are shareholders, members, directors, officers, or employees, or

in which they are interested, shall be valid for all purposes, notwithstanding

the presence of such director or directors at the meeting of the Board of

Directors of the Corporation, which acts upon, or in reference to, such contract

or transaction, and notwithstanding his or their participation in such action,

if the fact of such interest shall be disclosed or known to the Board of

Directors and the Board of Directors shall, nevertheless, authorize, approve and

ratify such contract or transactions by a vote of a majority of the directors

present, such interested director or directors to be counted in determining

whether a quorum is present, but not to be counted in calculating the majority

necessary to carry such vote. This section shall not be construed to invalidate

any contract or other transaction which would otherwise be valid under the

common and statutory law applicable thereto.

 

     The Board of Directors is hereby specifically authorized to make provisions

for reasonable compensation to its members for their services as directors, and

to fix the basis and conditions upon which such compensation shall be paid. Any

director of the Corporation may also serve the Corporation in any other capacity

and receive compensation in any form.

 

 

                                  ARTICLE VII

 

     The Corporation shall indemnify any director, officer, or employee, or

former director, officer or employee of the Corporation, or any person who may

have served at its request as a director, officer or employee of another

corporation in which it owns shares of capital stock, or of which it is a

creditor, against expenses actually and necessarily incurred by him in

connection with the defense of any action suit or proceeding in which he is made

a party by reason of being or having been such director, officer or employee,

except in relation to matters as to which he shall be adjudged in such action,

suit or proceeding to be liable for negligence or misconduct in the performance

of duty. The Corporation may also reimburse to any director, officer or employee

the reasonable costs of settlement of any such action, suit or proceeding, if it

shall be found by a majority of a committee composed of the directors not

involved in the matter in controversy (whether or not a quorum) that it was to

the interests of the corporation that such settlement be made and that such

director, officer or employee was not guilty of negligence or misconduct. Such

rights of indemnification and reimbursement shall not be deemed exclusive of any

other rights to which such director, officer or employee

 

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may be entitled under any By-Law, agreement, vote of shareholders, or otherwise.

 

                                      -6-

 

 

                                 ARTICLE VIII

 

     No shareholder of the Corporation shall have any right to purchase his pro

rata share of any new issue of securities of any kind or class of the

Corporation, sold by the Corporation.

 

                                      WATSCO, INC.

 

 

                                      /s/ Barry S. Logan

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

                                      Barry S. Logan

                                      Vice President - Finance and Secretary

 

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

WATSCO, INC.

Watsco, Inc., a Florida corporation (the “Corporation”), hereby certifies, pursuant to and in accordance with Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), for the purpose of filing these Articles of Amendment to the Amended and Restated Articles of Incorporation (these “Amended Articles”) with the Department of State of the State of Florida, that:

1.

The name of the Corporation is Watsco, Inc.

 

2.

The Corporation’s Articles of Incorporation are hereby amended to provide that vacancies filled by the Board of Directors shall be subject to reelection at the next annual meeting of stockholders of the Corporation by deleting Article V in its entirety and replacing it with Article V set forth below:

“Article V

The Corporation shall have not less than three directors and not more than nine to be divided, as nearly as possible, into three equal classes, Class A, Class B, and Class C to serve in staggered terms of office of three years apiece.

Therefore, approximately one-third of the members of the Board of Directors shall be elected every three years to serve for a term of three years until their successors are duly elected and qualified. Vacancies in the Board of Directors shall be filled by the majority of the directors remaining in office until the next annual meeting of stockholders; and vacancies created by an increase in the number of directors by the Board of Directors between annual stockholders meetings shall be filled by a majority of the directors remaining in office until the next annual meeting of stockholders.”

3.

The Amended Articles were adopted and approved on April 1, 2009 (i) by a resolution adopted and approved by the directors of the Corporation and (ii) by the affirmative vote of a majority of the outstanding shares of Common stock and Class B common stock of the Company voting together as a class pursuant to Section 607.0704 of the FBCA (the number of votes cast by these voting groups on these Amended Articles was sufficient for approval by these voting groups). The Amended Articles shall be effective upon filing with the Department of State of the State of Florida.


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to the Amended and Restated Articles of Incorporation to be executed by a duly authorized officer of the Corporation as of this 1st day of April, 2009.

WATSCO, INC.

By:

/s/ Barry S. Logan

Barry S. Logan,

Senior Vice President


ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

WATSCO, INC.

Watsco, Inc., a Florida corporation (the “Corporation”), hereby certifies, pursuant to and in accordance with Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), for the purpose of filing these Articles of Amendment to the Amended and Restated Articles of Incorporation (these “Amended Articles”) with the Department of State of the State of Florida, that:

1.

The name of the Corporation is Watsco, Inc.

 

2.

Section A in Article III of the Corporation’s Amended and Restated Articles of Incorporation hereby are amended in its entirety to read as follows:

ARTICLE III

A. The aggregate number of shares of Capital Stock which the Corporation shall have the authority to issue is 80,000,000 shares, of which (i) 60,000,000 shares, at the par value of $.50 per share, shall be designated as Common Stock, (ii) 10,000,000 shares, at the par value of $.50 per share, shall be designated as Class B Common Stock and (iii) 10,000,000 shares, at the par value of $.50 per share, shall be designated as Preferred Stock.

3.

Section C is hereby added to Article III of the Corporation’s Amended and Restated Articles of Incorporation, which shall read as follows:

C. The Preferred Stock may be issued from time to time in one or more series with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may


have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) shall have such other relative, participating, optional or other special rights, qualifications, limitations, preferences or restrictions thereof, all as may be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors pursuant to authority to do so which is hereby vested in the Board of Directors.

4.

The Amended Articles were adopted and approved on April 17, 2009 (i) by a resolution adopted and approved by the directors of the Corporation and (ii) by the affirmative vote of a majority of the outstanding shares of Common stock and Class B common stock of the Company voting together as a class pursuant to Section 607.0704 of the FBCA (the number of votes cast by these voting groups on these Amended Articles was sufficient for approval by these voting groups). The Amended Articles shall be effective upon filing with the Department of State of the State of Florida.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to the Amended and Restated Articles of Incorporation to be executed by a duly authorized officer of the Corporation as of this 17th day of April, 2009.

WATSCO, INC.

By:

/s/ Barry S. Logan

Barry S. Logan,

Senior Vice President

 

 

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

WATSCO, INC.

Watsco, Inc., a Florida corporation (the “Corporation”), hereby certifies, pursuant to and in accordance with Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), for the purpose of filing these Articles of Amendment to the Amended and Restated Articles of Incorporation of Watsco, Inc. (these “Amended Articles”) with the Department of State of the State of Florida, that:

1.

The name of the Corporation Watsco, Inc.

 

2.

Article V of the Amended and Restated Articles of Incorporation of the Corporation is hereby deleted in its entirety and replaced with the following:

“Article V

The Corporation shall have not less than three directors and not more than nine directors, who shall be divided, as nearly as possible, into three equal classes, designated “Class I”, “Class II” and “Class III”, which classes shall serve in staggered terms of office of three years apiece.

Therefore, approximately one-third of the members of the Board of Directors shall be elected every three years to serve for terms of three years until their respective successors are duly elected and qualified. Vacancies in the Board of Directors shall be filled by the majority of the directors remaining in office until the next annual meeting of shareholders; and vacancies created by an increase in the number of directors by the Board of Directors between annual shareholder meetings shall be filled by a majority of the directors remaining in office until the next annual meeting of shareholders.”

3.

These Amended Articles were adopted and approved (i) on March 5, 2012 by the Corporation’s Board of Directors and (ii) on May 25, 2012 at the Corporation’s 2012 Annual Meeting of Shareholders by the affirmative vote of a majority of the outstanding shares of Common stock and Class B common stock of the Corporation, voting together as a single class (the number of votes cast in favor of these Amended Articles was sufficient for approval thereof). These Amended Articles shall be effective upon filing with the Department of State of the State of Florida.

IN WITNESS WHEREOF, the Corporation has caused these Amended Articles to be executed by a duly authorized officer of the Corporation as of this 25th day of May, 2012.


WATSCO, INC.

By:

/s/ Barry S. Logan

Barry S. Logan, Senior Vice President

 

[End]