**Exhibit 3.1**

 
|   | State of Delaware                 |
|--------|-----------------------------------|
|   | Secretary of State                |
|   | Division of Corporations          |
|   | Delivered 05: 40 PM 02/17/2004    |
|   | FILED 05: 40 PM 02/17/2004        |
|   | SRV 040110672 – 3742785 FILE |

 

CERTIFICATE OF INCORPORATION OF FARMER BROS. CO.

 

FIRST: The name ofthe Corporation is Farmer Bros. Co. (the “Corporation”).

 

SECOND: The addressof the registered office of the Corporation in the State of Delaware is 2711Centerville Road, in the City of Wilmington, County of New Castle. The name ofits registered agent at that address is Corporation Service Company.

 

THIRD: The purposeof the Corporation is to engage in any lawful act or activity for which acorporation may be organized under the General Corporation Law of the State ofDelaware (the “GCL”).

 

FOURTH: (a) AuthorizedCapital Stock. The total number of shares of stock which the Corporationshall have authority to issue is 25,500,000 shares of capital stock, consistingof (i) 25,000,000 shares of common stock, par value $1.00 (the “CommonStock”), and (ii) 500,000 shares of preferred stock, par value $1.00per share (the “Preferred Stock”).

 

(b)           No Cumulative Voting. The holders of shares ofCommon Stock shall not have cumulative voting rights.

 

(c)           No Preemptive or Subscription Rights. No holder ofshares of Common Stock shall be entitled to preemptive or subscription rights.

 

(d)           Preferred Stock. The Board of Directors is herebyexpressly authorized to provide for the issuance of all or any shares of thePreferred Stock in one or more classes or series, and to fix for each suchclass or series such voting powers, full or limited, or no voting powers, andsuch designations, preferences and relative, participating, optional or otherspecial rights and such qualifications, limitations or restrictions thereof, asshall be stated and expressed in the resolution or resolutions adopted by theBoard of Directors providing for the issuance of such class or series, including,without limitation, the authority to provide that any such class or series maybe (i) subject to redemption at such time or times and at such price or prices;(ii) entitled to receive dividends (which may be cumulative or non- cumulative)at such rates, on such conditions, and at such times, and payable in preferenceto, or in such relation to, the dividends payable on any other class or classesor any other series; (iii) entitled to such rights upon the dissolution of,or upon any distribution of the assets of, the Corporation; or (iv) convertibleinto, or exchangeable for, shares of any other class or classes of stock, or ofany other series of the same or any other class or classes of stock, of theCorporation at such price or prices or at such rates of exchange and with suchadjustments; all as may be stated in such resolution or resolutions.

 

----

 

(e)           Power to Sell and Purchase Shares. Subject to therequirements of applicable law, the Corporation shall have the power to issueand sell all or any part of any shares of any class of stock herein orhereafter authorized to such persons, and for such consideration, as the Boardof Directors shall from time to time, in its discretion, determine, whether ornot greater consideration could be received upon the issue or sale of the samenumber of shares of another class, and as otherwise permitted by law. Subjectto the requirements of applicable law, the Corporation shall have the power to purchaseany shares of any class of stock herein or hereafter authorized from suchpersons, and for such consideration, as the Board of Directors shall from timeto time, in its discretion, determine, whether or not less consideration couldbe paid upon the purchase of the same number of shares of another class, and asotherwise permitted by law.

 

FIFTH:   The following provisions are inserted for themanagement of the business and the conduct of the affairs of the Corporation, andfor further definition, limitation and regulation of the powers of theCorporation and of its directors and stockholders: 

 

(a)           The business and affairs of the Corporation shall bemanaged by or under the direction of the Board of Directors.

 

(b)           The Board of Directors shall consist of not less than fiveor more than seven members, the exact number of which shall be fixed from timeto time by resolution adopted by the affirmative vote of a majority of theactive Board of Directors. 

 

(c)           The directors shall be divided into three classes, designatedClass I, Class II and Class III. Each class shall consist, asnearly as may be possible, of one-third of the total number of directorsconstituting the entire Board of Directors. The initial division of the Boardof Directors into classes shall be made by the decision of the affirmative voteof a majority of the entire Board of Directors. The term of the initial Class Idirectors shall terminate on the date of the 2004 annual meeting; the term of theinitial Class II directors shall terminate on the date of the 2005 annual meeting;and the term of the initial Class III directors shall terminate on thedate of the 2006 annual meeting. At each succeeding annual meeting of stockholdersbeginning in 2005, successors to the class of directors whose term expires atthat annual meeting shall be elected for a three-year term. If the number ofdirectors is changed, any increase or decrease shall be apportioned among theclasses so as to maintain the number of directors in each class as nearly equalas possible, and any additional director of any class elected to fill a vacancyresulting from an increase in such class shall hold office for a term thatshall coincide with the remaining term of that class, but in no case will adecrease in the number of directors shorten the term of any incumbent director.

 

(d)           A director shall hold office until the annual meeting forthe year in which his or her term expires and until his or her successor shallbe elected and shall qualify, subject, however, to prior death, resignation, retirement,disqualification or removal from office.

 

2

----

 

(e)           Subject to the terms of any one or more classes or seriesof Preferred Stock, any vacancy on the Board of Directors that results from anincrease in the number of directors may be filled by a majority of the Board ofDirectors then in office, provided that a quorum is present, and any othervacancy occurring on the Board of Directors may be filled by a majority of theBoard of Directors then in office, even if less than a quorum, or by a sole remainingdirector. Any director of any class elected to fill a vacancy resulting from anincrease in the number of directors of such class shall hold office for a termthat shall coincide with the remaining term of that class. Any director electedto fill a vacancy not resulting from an increase in the number of directorsshall have the same remaining term as that of his predecessor. Subject to therights, if any, of the holders of shares of Preferred Stock then outstanding, anyor all of the directors of the Corporation may be removed from office at anytime, but only for cause and only by the affirmative vote of the holders of atleast a majority of the voting power of the Corporation’s then outstandingcapital stock entitled to vote generally in the election of directors. Notwithstandingthe foregoing, whenever the holders of any one or more classes or series ofPreferred Stock issued by the Corporation shall have the right, votingseparately by class or series, to elect directors at an annual or specialmeeting of stockholders, the election, term of office, filling of vacancies andother features of such directorships shall be governed by the terms of thisCertificate of Incorporation applicable thereto, and such directors so electedshall not be divided into classes pursuant to this Article FIFTH unlessexpressly provided by such terms. 

 

(f)            In addition to the powers and authority hereinbefore orby statute expressly conferred upon them, the directors are hereby empowered toexercise all such powers and do all such acts and things as may be exercised ordone by the Corporation, subject, nevertheless, to the provisions of the GCL, thisCertificate of Incorporation, and any By-Laws adopted by the stockholders; provided,however, that no By-Laws hereafter adopted by the stockholders shallinvalidate any prior act of the directors which would have been valid if suchBy-Laws had not been adopted. 

 

SIXTH: No directorshall be personally liable to the Corporation or any of its stockholders formonetary damages for breach of fiduciary duty as a director, except to theextent such exemption from liability or limitation thereof is not permittedunder the GCL as the same exists or may hereafter be amended. If the GCL isamended hereafter to authorize the further elimination or limitation of theliability of directors, then the liability of a director of the Corporationshall be eliminated or limited to the fullest extent authorized by the GCL, asso amended. Any repeal or modification of this Article SIXTH shall notadversely affect any right or protection of a director of the Corporationexisting at the time of such repeal or modification with respect to acts oromissions occurring prior to such repeal or modification. 

 

SEVENTH: TheCorporation shall indemnify its directors and officers to the fullest extentauthorized or permitted by law, as now or hereafter in effect, and such right toindemnification shall continue as to a person who has ceased to be a directoror officer of the Corporation and shall inure to the benefit of his or herheirs, executors and personal and legal representatives; provided, however,that, except for proceedings to enforce rights to indemnification, theCorporation shall not be obligated to indemnify any

 

3

----

 

director or officer (or his or her heirs, executorsor personal or legal representatives) in connection with a proceeding (or partthereof) initiated by such person unless such proceeding (or part thereof) was authorizedor consented to by the Board of Directors. The right to indemnificationconferred by this Article SEVENTH shall include the right to be paid bythe Corporation the expenses incurred in defending or otherwise participatingin any proceeding in advance of its final disposition. 

 

The Corporation may, to theextent authorized from time to time by the Board of Directors, provide rightsto indemnification and to the advancement of expenses to employees and agentsof the Corporation similar to those conferred in this Article SEVENTH todirectors and officers of the Corporation. 

 

The rights toindemnification and to the advance of expenses conferred in this Article SEVENTHshall not be exclusive of any other right which any person may have orhereafter acquire under this Certificate of Incorporation, the By-Laws of theCorporation, any statute, agreement, vote of stockholders or disinteresteddirectors or otherwise. 

 

Any repeal or modificationof this Article SEVENTH shall not adversely affect any rights toindemnification and to the advancement of expenses of a director or officer ofthe Corporation existing at the time of such repeal or modification withrespect to any acts or omissions occurring prior to such repeal or modification.

 

EIGHTH: Any actionrequired or permitted to be taken by the stockholders of the Corporation mustbe effected at a duly called annual or special meeting of stockholders of theCorporation, and the ability of the stockholders to consent in writing to thetaking of any action is hereby specifically denied. 

 

NINTH: Meetings ofstockholders may be held within or without the State of Delaware, as theBy-Laws may provide. The books of the Corporation may be kept (subject to anyprovision contained in the GCL) outside the State of Delaware at such place orplaces as may be designated from time to time by the Board of Directors or inthe By-Laws of the Corporation. 

 

TENTH: Unlessotherwise required by law, Special Meetings of Stockholders, for any purpose orpurposes, may be called by either (i) the Chairman of the Board ofDirectors, if there be one, (ii) the President or (iii) the Board of Directors.The ability of the stockholders to call a Special Meeting of Stockholders ishereby specifically denied. 

 

ELEVENTH: Infurtherance and not in limitation of the powers conferred upon it by the lawsof the State of Delaware, the Board of Directors shall have the power to adopt,amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of atleast a majority of the entire Board of Directors shall be required to adopt, amend,alter or repeal the Corporation’s By-Laws. The Corporation’s By-Laws also maybe adopted, amended, altered or repealed by the affirmative vote of the holdersof at least a majority of the voting power of the shares entitled to vote at anelection of directors. 

 

4

----

 

TWELFTH: TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation in the manner now or hereafterprescribed in this Certificate of Incorporation, the Corporation’s By-Laws orthe GCL, and all rights herein conferred upon stockholders are granted subjectto such reservation; provided, however, that, notwithstanding anyother provision of this Certificate of Incorporation (and in addition to anyother vote that may be required by law), the affirmative vote of the holders ofat least a majority of the voting power of the shares entitled to vote at anelection of directors shall be required to amend, alter, change or repeal, orto adopt any provision as part of this Certificate of Incorporationinconsistent with the purpose and intent of Articles FIFTH, EIGHTH, TENTH andELEVENTH of this Certificate of Incorporation or this Article TWELFTH. 

 

THIRTEENTH: The name andmailing address of the Sole Incorporator is as follows: 

 
| **Name:**     | ** ** | **Address:**                              |
|---------------|------------|-------------------------------------------|
| Mary E. Keogh |       | P.  O. Box 636, Wilmington, DE 19899 |

 

I, THE UNDERSIGNED, being the SoleIncorporator hereinbefore named, for the purpose of forming a corporationpursuant to the GCL, do make this Certificate, hereby declaring and certifyingthat this is my act and deed and the facts herein stated are true, andaccordingly have hereunto set my hand this XX day of February, 2004.

 
|   | /s/ Mary E. Keogh        |
|--------|--------------------------|
|   | Name: Mary E. Keogh      |
|   | Title: Sole Incorporator |

 

5

----