Restated Certificate of Incorporation
Standard Motor Products, Inc.
Under Section 807 of the
Business Corporation Law
We, Lawrence I. Sills and Mark S. Chanko, being respectively the
President and the Secretary of Standard Motor Products, Inc. hereby certify:
1. The name of the corporation is Standard Motor
2. The certificate of incorporation was filed by the
Department of State on the 30th day of December, 1926.
3. The certificate of incorporation, as amended
heretofore, is further amended as follows:
(a) to add article "NINTH" relating to the indemnification of
the directors, officers and employees of the corporation pursuant to
Article 7 of the Business Corporation Law of the State of New York;
(b) to add article "TENTH" relating to the eliminating or
limiting of the personal liability of the directors to the
corporation and its shareholders pursuant to Section 402(b) of the
Business Corporation Law of the State of New York.
In order to effect the foregoing, articles "NINTH" and "TENTH"
shall read as follows:
"NINTH The corporation shall, to the fullest extent permitted
by Article 7 of the Business Corporation Law of the State of New York, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said
Article from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said Article, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any person may be entitled under any By-Law, resolution of shareholders,
resolution of directors, agreement, or otherwise, as permitted by said Article,
as to action in any capacity in which he or she served at the request of the
TENTH The personal liability of the directors of the
corporation is eliminated to the fullest extent permitted by the provisions of
paragraph (b) of Section 402 of the Business Corporation Law of the State of New
York, as the same may be amended and supplemented."
4. The text of the restated certificate of incorporation, as further
amended, is hereby restated to read as herein set forth in full:
FIRST: The name of the corporation is: STANDARD MOTOR PRODUCTS,
SECOND: The purposes for which it is formed are as follows:
(a) To manufacture or otherwise produce automobile parts,
equipment, accessories or any articles which may be in
any way connected with or belonging to automobiles, or
motor vehicles, of any kind, character or description.
(b) To buy, sell at wholesale or retail, import, export,
lease or rent, or otherwise deal in automobile parts,
equipment, accessories and any other articles of any
kind, character, or description, which may be in any
way connected with or belonging to automobiles or motor
vehicles of any kind, character or description.
(c) To alter or otherwise change the character of any and
all automobile parts, accessories, equipment, or of any
articles of any kind, character or description, which
may be in any way connected with or belonging to
automobiles or motor vehicles of any kind, character or
(d) To buy, sell, lease or rent, import, export,
manufacture, produce, or otherwise trade and deal in
motor vehicles of any kind, character or description.
(e) To manufacture or otherwise purchase, and to alter and
change the character of goods, wares, merchandise and
personal property of any and every class, kind and
description which may be lawfully manufactured,
produced or altered by corporations under the statues
of the State of New York.
(f) To make and execute contracts for the purchase and sale
of the articles of merchandise hereinabove mentioned
and to purchase and sell options therefor.
(g) To conduct what is generally known as a mail order
business, subject to any restrictions placed thereon by
(h) To buy, exchange, lease or otherwise acquire real
estate and any interest or right therein, and to hold,
own, operate, control, maintain and manage and improve
and develop the same, and to build, construct,
maintain, alter, manage and control directly or through
ownership of stock in any other corporation, any and
all kinds of
buildings, edifices, stores, offices, warehouses,
mills, shops, factories, machinery and plants, and
any and all other structures and erections.
(i) To sell, assign, alienate, transfer and convey, lease
or otherwise dispose of, and to mortgage or otherwise
encumber the lands, buildings and any and all sorts of
real property of this corporation, wherever situate and
any and all legal and equitable interests therein.
(j) To apply for, obtain, register, purchase, lease, or
otherwise acquire and to hold, use, own and sell,
assign, or otherwise dispose of any trademarks, trade
names, patents, inventions and improvements accrued
under letters of patent of the United States or
elsewhere or otherwise; and to use and grant licenses
in respect of, or otherwise turn to account any such
trademarks, patents, licenses, inventions, and the like
or any such property or rights.
(k) To acquire by purchase, subscription or otherwise, and
to sell, assign, pledge or otherwise dispose of the
stocks and bonds or any obligations of any corporation,
and to exercise in respect thereof all the rights,
powers and privileges of individual owners including
the right to vote thereon, the ownership of which is
conducive to and consistent with the purposes of this
corporation; and to issue in exchange for such stocks,
bonds and obligations of such corporation, the stocks,
bonds and obligations of this corporation.
(l) To aid in any manner permitted by law any corporation
of which any bonds and other securities or evidences of
indebtedness or stocks are held by this corporation,
and to do any acts for the protection, preservation or
enhancement of the value of such bonds or other
securities or evidences of indebtedness or stock.
(m) To engage in and carry out all the purposes and objects
herein set forth, and to acquire all the property,
rights and to exercise all the rights, privileges and
powers herein enumerated, in the United States, and any
(n) The foregoing and following clauses shall be construed
as objects and powers in furtherance and not in
limitation of the general powers conferred by the laws
of the State of New York, and it is hereby expressly
provided that the foregoing and following enumeration
of powers shall not be held to limit or restrict in any
manner the powers of this corporation, and this
corporation may do all and everything necessary,
suitable or proper for the accomplishments of any of
the purposes or objects hereinabove enumerated either
alone or in association with other corporations, firms,
or individuals to the same extent and as fully as
individuals might or could do as principal, agents,
contractors or otherwise.
(o) Nothing in this certificate contained, however, shall
authorize the corporation to carry on any business or
exercise any powers in any state or country which a
similar corporation organized under the laws
of the State or country could not carry on or exercise,
or to engage within or without the State of New York in
the business of a lighting or transportation
corporation or the common carrier business or to issue
bills, notes, or other evidence of debt for circulation
THIRD: The amount of the Capital Stock which the Corporation is
authorized to issue is $70,000,000, consisting of 30,000,000 shares of par value
of $2.00 per share and 500,000 shares of the par value of $20.00 per share. The
number of shares which are to be without par value is none.
FOURTH: The shares of Capital Stock which the Corporation is
authorized to issue shall be divided into two classes, consisting of 500,000
shares of Preferred Stock, $20.00 par value which may be issued in one or more
series, and 30,000,000 shares of Common Stock, $2.00 par value.