Exhibit 3.3
| |
|
|
|
|
|
|
FILED |
| |
|
|
|
|
|
2003 MAR 10 PM 12:37 |
| |
|
|
|
|
|
SECRETARY OF STATE
TALLAHASSEE FLORIDA |
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BURGER KING CORPORATION
Original Articles of Incorporation filed with
the Florida Secretary of State on June 2, 1956
ARTICLE I
The name of the corporation is BURGER KING CORPORATION (the “Corporation”).
ARTICLE II
The address of the principal office and the mailing address of the Corporation is 5505 Blue
Lagoon Drive, Miami, Florida 33126. The street address of the Corporation’s registered office is
1200 S. Pine Island Road, City of Plantation, County of Broward State of Florida, 33324 and the
name of its registered agent at such office is CT Corporation System.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Florida Business Corporation Act (the “FBCA”).
ARTICLE IV
The aggregate number of shares of all classes of capital stock that the Corporation shall
have the authority to issue is one thousand (1,000) shares of common stock, $0.01 par value per
share. All such shares are to be of one class.
ARTICLE V
The following provisions are inserted for the management of the business and for the
conduct of the affairs of the Corporation and of its directors and shareholders:
(1) The number of directors of the Corporation shall be such as from time to time shall be
fixed by, or in the manner provided in, the by-laws of the Corporation. Election of directors
need not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have powers without the assent or vote of the shareholders
to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary
the amount to be reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the
property of the Corporation; to determine the use and disposition of any surplus or net
profits; and to fix the times for the declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the shareholders or at any meeting of the shareholders
called for the purpose of considering any such act or contract, and any contract or act that
shall be approved or be ratified by the vote of the holders of a majority of the stock of the
Corporation which is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of shareholders be there represented in person or by
proxy) shall be as valid and as binding upon the Corporation and upon all the shareholders as
though it had been approved or ratified by every stockholder of the Corporation, whether or
not the contract or act would otherwise be open to legal attack because of directors’
interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation; subject,
nevertheless, to the provisions of the statutes of Florida, of these Articles, and to any
by-laws from time to time made by the shareholders; provided, however, that no by-laws so
made shall invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
ARTICLE VI
This Corporation shall, to the fullest extent permitted by applicable law indemnify and
shall advance expenses on behalf of all persons whom it may indemnify pursuant thereto.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provision contained
in these Articles of Incorporation in the manner now or hereafter prescribed by law, and
all rights and powers conferred herein on shareholders, directors and officers are subject to this
reserved power.
ARTICLE VIII
The personal liability of the directors of the Corporation is hereby eliminated to the
fullest extent permitted by applicable law.
ARTICLE IX
The Corporation expressly elects not to be governed by Section 607.0901 of the FBCA.