AMENDED AND RESTATED ARTICLES OF INCORPORATION
Pursuant to the provisions of the Washington Business Corporation Act and RCW
23B.10.020 and RCW 23B.10.070, the following Amended and Restated Articles of
Incorporation are hereby submitted for filing.
The name of the corporation is Nordstrom, Inc.
The period of duration of the corporation is perpetual.
The purpose of the corporation is to engage in any and all business, the
conduct of which is not forbidden to corporations by the Constitution, statutes
or common law of the state of Washington.
1. The aggregate number of shares which the Corporation shall have
authority to issue is 1,000,000,000 shares of Common Stock, all of which
are without par value.
2. The shareholders of the corporation shall not have preemptive rights
to acquire additional shares or securities convertible into shares
offered for sale or otherwise issued by the corporation.
3. No shareholder will be permitted to cumulate his votes at any
election of directors.
The number of directors constituting the Board of Directors shall be such
number, not less than three, as may be specified from time to time in the
The corporation shall have the right to purchase its own shares to the
extent of unreserved and unrestricted surplus available therefor, whether
capital surplus or earned surplus. The Board of Directors may, from time to
time, distribute to the shareholders a portion of the assets of this
corporation, in cash or property, out of the capital surplus of this
The power to adopt, alter, amend or repeal the Bylaws shall be vested in
the Board of Directors.
This corporation reserves the right to amend, change or repeal any
provision of these Amended and Restated Articles of Incorporation in the manner
now or hereafter prescribed by law, and all rights conferred upon shareholders
herein are subject to this reserved power.
Any personal liability of a director to the corporation or its
shareholders for monetary damages for conduct as a director is eliminated,
except for any liability for any acts or omissions that involve intentional
misconduct by a director or a knowing violation of law by a director, for
conduct violating RCW 23B.08.310, for any transaction from which the director
will personally receive a benefit in money, property, or services to which the
director is not legally entitled, or for any act or omission occurring prior to
the date when this Article becomes effective. If hereafter the Washington
Business Corporation Act is amended to change the corporation's power to
eliminate or limit the liability of a director to the corporation, then, upon
the effective date of the amendment and without further act:
if the amendment permits further elimination or limitation of
liability, the liability of a director shall be additionally
eliminated and limited to such further extent, or
if the amendment changes to power to eliminate the liability of a
director in any other respect, the liability of a director shall be
eliminated and limited with respect to acts or omissions occurring
after the effective date of the amendment to the fullest extent
permitted by the Washington Business Corporation Act as so amended.
No amendment or repeal of these Amended and Restated Articles of Incorporation
shall adversely affect any right or any elimination or limitation of liability
of a director existing immediately prior to the amendment or repeal.
IN WITNESS WHEREOF, the undersigned submits these Amended and Restated
Articles of Incorporation as of May 24, 2005.
/s/ David L. Mackie
David L. Mackie
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
Pursuant to the provisions of the Washington Business Corporation Act and
RCW 23B.10.060, the undersigned corporation hereby submits this Certificate of
Amendment to the Articles of Incorporation for filing.
1. The name of the corporation is Nordstrom, Inc.
2. The text of paragraph 1 of Article IV shall be deleted in
its entirety and replaced with the following (the "Amendment"):
1. The aggregate number of shares which the Corporation
shall have authority to issue is 1,000,000,000 shares of
Common Stock, all of which are without par value.
3. The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
4. The Amendment was duly approved by the board of directors of
the corporation on May 24, 2005.
5. The Amendment was approved by the board of directors of the
corporation in accordance with the provisions of RCW
23B.10.020(4)(a) and shareholder action was not required.
DATED: May 24, 2005
By /s/ David L. Mackie
David L. Mackie