RESTATED
CERTIFICATE
OF INCORPORATION
OF
HARRIS
& HARRIS GROUP, INC.
Under
Section 807 of the Business Corporation Law
HARRIS
& HARRIS GROUP, INC. (hereinafter called the “Corporation”), a corporation
organized and existing under and by virtue of the Business Corporation Law
of
the State of New York, does hereby certify as follows:
FIRST:
The name of the corporation is Harris & Harris Group, Inc.
SECOND:
The certificate of incorporation of the Corporation was filed with the
Department of State on August 19, 1981 under the original name Sovereign
Thoroughbreeders, Inc.
THIRD:
The certificate of incorporation of the Corporation is hereby amended to
change
the post-office address to which the Secretary of State shall mail a copy
of any
process against the corporation served upon him.
FOURTH:
To accomplish the foregoing amendment, Article 7 of the certificate of
incorporation of the Corporation, relating to the post-office address is
hereby
amended to read as set forth in the same numbered article of the certificate
of
incorporation of the Corporation as hereinafter restated.
FIFTH:
The restatement of the certificate of incorporation of the Corporation herein
provided for was authorized by the Board of Directors of the Corporation
pursuant to Section 803(b)(2) of the Business Corporation Law.
SIXTH:
The text of the certificate of incorporation of the Corporation is hereby
restated as further amended or changed herein to read as follows:
1.
The
name of the Corporation is Harris & Harris Group, Inc.
2.
The
purpose of the Corporation is to engage in any lawful act or activity for
which
corporations may be organized under the Business Corporation Law. The
Corporation is not formed to engage in any act or activity requiring the
consent
or approval of any state official, department, board, agency or other body
without such consent or approval first being obtained.
3.
The
office of the Corporation is to be located in the County of New
York
and State of New York.
4.
The
aggregate number of shares which the Corporation shall have authority to
issue
is 32,000,000 shares, consisting of 30,000,000 shares of Common Stock, par
value
one cent ($.01) per share, and 2,000,000 shares of Preferred Stock, par value
ten cents ($.10) per share.The designations, relative rights, preferences
and
limitations of the shares of each class shall be as follows: Subject to the
provisions hereof the Board of Directors is hereby expressly authorized to
divide shares of Preferred Stock into one or more series, to issue the shares
of
Preferred Stock in such series, and to fix the number of shares to be included
in each series, and the designation, relative rights, preferences and
limitations of all shares of each series. The authority of the Board of
Directors with respect to each series shall include, without limitation,
the
determination of any or all of the following matters:
(a)
the
number of shares constituting such series and the designation thereof to
distinguish the shares of such series from the shares of all other
series;
(b)
the
annual dividend rate on the shares of such series and whether such dividends
shall be cumulative and, if cumulative, the date from which dividends shall
accumulate;
(c)
the
redemption price or prices for shares of such series, if redeemable, and
the
terms and conditions of such redemption;
(d)
the
preference, if any, of shares of such series in the event of any voluntary
or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation;
(e)
the
voting rights (including but not limited to, the number of votes per share),
if
any, of shares of such series in addition to voting rights prescribed by
law,
and the terms, if any, of such voting rights;
(f)
the
rights, if any, of shares of such series to be converted into shares of any
other class or series, including Common Stock, and the terms and conditions
of
such conversion;
(g)
the
terms or amount of any sinking fund provided for the purchase or redemption
of
such series; and
(h)
any
other relative rights, preferences and limitations of such series.
The
shares of each series of Preferred Stock may vary from the shares of any
other
series of Preferred Stock as to any of such matters.
5.
Each
share of Common Stock shall be equal in all respects to every other share
of
Common Stock.
6.
No
shareholder of the Corporation shall have preemptive or preferential rights
to
any shares of any class of stock of the Corporation or obligations convertible
into stock of the Corporation whether now or hereafter authorized.
7.
The
Secretary of State is designated as the agent of the Corporation upon whom
process against it may be served. The post office address to which the Secretary
of State shall mail a copy of any process against the Corporation served
upon
him is:
111
West
57th
Street
Suite
1100
New
York,
New York 10019
Attention:
General Counsel
8.
Each
person who at any time is or was a director or officer of the Corporation
shall
be indemnified by the Corporation to the fullest extent permitted by the
New
York Business Corporation Law as it may be amended or interpreted from time
to
time, including the advancing of expenses, subject to any limitations imposed
by
the Investment Company Act of 1940 and the Rules and Regulations promulgated
thereunder. Furthermore, to the fullest extent permitted by New York law,
as it
may be amended or interpreted from time to time, subject to the limitations
imposed by the Investment Company Act of 1940 and the Rules and Regulations
promulgated thereunder, no director or officer of the Corporation shall be
personally liable to the Corporation or its stockholders for any act or failure
to act in any capacity for which such person would be entitled to
indemnification hereunder. No amendment of the Certificate of Incorporation
of
the Corporation or repeal of any of its provisions shall limit or eliminate
any
of the benefits provided to any person who at any time is or was a director
or
officer of the Corporation under this Article in respect of any act or omission
that occurred prior to such amendment or repeal.
IN
WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be signed by its duly authorized officers and the foregoing
facts stated herein are true and correct as of this 23rd
day of
September, 2005.
/s/
Douglas W. Jamison
Douglas
W. Jamison, President
/s/
Susan T. Harris
Susan
T.
Harris, Corporate Secretary