exv4w1






Exhibit 4.1




Amended and Restated




Articles of Incorporation




of




H & R Block, Inc.






     The undersigned, being an officer of H & R Block, Inc., does hereby certify that the following
Amended and Restated Articles of Incorporation have been approved by the corporation in accordance
with Section 351.106 of the General and Business Corporation Law of Missouri. The undersigned
hereby further certifies that the following Amended and Restated Articles of Incorporation
correctly set forth without change the corresponding provisions of the Articles of Incorporation as
heretofore amended, and that the following Amended and Restated Articles of Incorporation supersede
the original Articles of Incorporation and all amendments thereto.



ARTICLE ONE




     The name of the corporation is: H & R BLOCK, INC.



ARTICLE TWO




     The address of the corporation’s registered office in the State of Missouri is 120 South
Central Avenue, Clayton, Missouri 63105, and the name of its registered agent at such address is CT
Corporation System.



ARTICLE THREE




     The aggregate number of shares of all classes of stock which the corporation shall have
authority to issue is 806,000,000 divided into two classes as follows:




	 	(i)	 	800,000,000 shares of a class designated Common Stock, without par value;
and
	 
	 	(ii)	 	6,000,000 shares of a class designated Preferred Stock, without par
value.





     The voting powers, designations, preferences, qualifications, limitations, restrictions and
special or relative rights in respect of each class of stock are or shall be fixed as follows:




               (1) Preferred Stock. The Board of Directors is expressly authorized to issue the
Preferred Stock from time to time, in one or more series, provided that the aggregate
number of shares issued and outstanding at any time of all such series shall not
exceed 6,000,000. The Board of Directors is further authorized to fix or alter, in
respect of each such series, the following terms and provisions of any authorized and
unissued shares of such stock:




(a) The distinctive serial designation;



 









 






(b) The number of shares of the series, which number may at any time or from
time to time be increased or decreased (but not below the number of shares of
such series then outstanding) by the Board of Directors;




(c) The voting powers and, if voting powers are granted, the extent of such
voting powers including the right, if any, to elect a director or directors,
provided, that the holders of shares of Preferred Stock will not be entitled
(A) to more than one vote per share, when voting as a class with the holders
of shares of common stock, and (B) to vote on any matter separately as a
class, except with respect to any amendment or alteration of the provisions of
these Articles of Incorporation that would adversely affect the powers,
preferences or special rights of the applicable series of Preferred Stock or
as otherwise provided by law;




(d) The election, term of office, filling of vacancies and other terms of the
directorships of directors elected by the holders of any one or more classes
or series of such stock;




(e) The dividend rights, including the dividend rate and the dates on which
any dividends shall be payable;




(f) The date from which dividends on shares issued prior to the date for
payment of the first dividend thereon shall be cumulative, if any;




(g) The redemption price, terms of redemption, and the amount of and
provisions regarding any sinking fund for the purchase or redemption thereof;




(h) The liquidation preferences and the amounts payable on dissolution or
liquidation;




(i) The terms and conditions, if any, under which shares of the series may be
converted; and




(j) Any other terms or provisions which the Board of Directors is by law
authorized to fix or alter.



     (2) Common Stock. The holders of shares of Common Stock shall be entitled (i) to vote on all
matters at all meetings of the shareholders of the corporation on the basis of one vote for each
share of Common Stock held of record; (ii) subject to any preferential dividend rights applicable
to the Preferred Stock, to receive such dividends as may be declared by the Board of Directors; and
(iii) in the event of the voluntary, or involuntary, liquidation or winding up of the corporation,
after distribution in full of any preferential amounts to be distributed to holders of shares of
Preferred Stock, to receive all of the remaining assets of the corporation available for
distribution to its shareholders, ratably in proportion to the aggregate number of their shares of
Common Stock and Preferred Stock (if the holders of such Preferred Stock are entitled to share in
such distribution).



2









 





     (3) Provisions applicable to Common and Preferred Stock. No holder of shares of stock of the
corporation of any class shall be entitled, as a matter of right, to purchase or subscribe for any
shares of stock of the corporation, of any class, whether now or hereafter authorized. The Board
of Directors shall have authority to fix the issue price of any and all shares of stock of the
corporation of any class.



ARTICLE FOUR




     The number of shares to be issued before the corporation shall commence business is: Twenty
(20) shares of common stock, and the consideration to be paid therefor, and the capital with which
the corporation will commence business, is: Two Thousand ($2,000.00) Dollars. All of said shares
have been first duly subscribed by the undersigned incorporators and have been paid up in lawful
money of the United States.



ARTICLE FIVE




     The names and places of residence of the initial subscribers and shareholders, and the number
of shares of stock subscribed by each, are:



	 	 	 	 	 
	Name	 	Residence	 	No. of Shares
	R. A. Bloch
	 	6501 Overbrook, Kansas City, Mo.	 	10
	Henry W. Bloch
	 	2026 W. 63rd St., Kansas City, Mo.	 	9
	L. E. Bloch, Jr.
	 	414 W. 58th St., Kansas City, Mo.	 	1






ARTICLE SIX




     (A) Number of Directors. The number of directors to constitute the Board of Directors shall be
not less than seven nor more than twelve, the exact number to be fixed by a resolution adopted by
the affirmative vote of a majority of the whole Board.



     (B) Election of Directors. Directors shall be elected at each annual meeting of shareholders
to hold office until the next succeeding annual meeting of shareholders or until such director’s
successor has been elected and qualified. The term of office of each director shall begin
immediately after his election and each director shall hold office until the next succeeding annual
meeting of shareholders or until such director’s successor has been elected and qualified and
subject to prior death, resignation, retirement or removal from office of the director. No decrease
in the number of directors constituting the board of directors shall reduce the term of any
incumbent director. No person shall serve as a director for a period or consecutive periods that
extend beyond the twelfth annual shareholders meeting following the annual shareholders meeting at
which such person was first elected to the Board of Directors by the shareholders.



     (C) Vacancies. Newly created directorships resulting from an increase in the number of
directors and any vacancies on the Board of Directors resulting from any cause shall be filled by a
majority of the Board of Directors then in office, although less than a quorum, or by a sole
remaining director. Any director elected to fill a vacancy not



3









 







resulting from an increase in the number of directors shall have the same remaining term as his or
her predecessor.



     (D) Removal of Directors. The entire Board of Directors of the corporation may be removed at
any time but only by the affirmative vote of the holders of 80% or more of the outstanding shares
of each class of stock of the corporation entitled to elect one or more directors at a meeting of
the shareholders called for such purpose.



     (E) Bylaws. The Board of Directors shall have the power to make, alter, amend, change, add
to or repeal the Bylaws of the corporation.



     (F) Independent Chairman of the Board. No person may simultaneously hold the offices of
chairman of the board and vice-chairman of the board, chairman of the board and chief executive
officer, or chairman of the board and president. Furthermore, the chairman of the board shall be
independent pursuant to standards promulgated by the Securities and Exchange Commission and the New
York Stock Exchange and shall not have served previously as an executive officer of the Company.



ARTICLE SEVEN




     The duration of the corporation is perpetual.



ARTICLE EIGHT




     The purposes for which the corporation is formed are as follows:



     (1) To perform bookkeeping services, including the preparation of books of account, balance
sheets and profit and loss statements, to render tax services, including the preparation of tax
returns, and to perform any and all other services directly or indirectly related thereto.



     (2) To purchase, lease or otherwise acquire, hold, own, improve, develop, sell, mortgage,
pledge and otherwise deal in and with real and personal property of every kind and description in
the United States of America, and in any territory, colony, dependency or district thereof, and in
any foreign country or countries to the extent that the same may be lawfully permissible.



     (3) To buy, sell, utilize, lease, rent, import, export, manufacture, produce, design, prepare,
assemble, fabricate, distribute and otherwise deal in, either at wholesale or retail, or both,
either as principal, agent or on commission, all commodities, goods, wares, merchandise, machinery,
tools, devices, apparatus, equipment and all other personal property, whether tangible or
intangible, of every kind and description.



     (4) To buy, purchase, manufacture, assemble, distribute, lease (either as lessor or lessee),
acquire, sell or in any manner dispose of, import, export, use, operate, rent, hire, mortgage,
furnish, grant the use of, repair and generally deal in all kinds of construction,



4









 







building and engineering equipment, including, but not limited to, bulldozers, castings,
cranes, compressors, concrete mixers, drag lines, dump wagons, earth moving machinery and
equipment, plows, pumps, road machines, road rollers, scrapes, shovels, tractors, trucks and
automobile equipment, and in general all kinds of machinery, appliances, devices, implements,
tools, fixtures, instruments, supplies, materials, and property of every kind and description,
usable or adaptable for use by contractors and civil engineers.



     (5) To apply for, obtain, purchase, lease, take licenses in respect of or otherwise acquire,
and to hold, own, use, operate, enjoy, turn to account, grant licenses in respect of, manufacture
under, introduce, sell, assign, mortgage, pledge or otherwise dispose of:




	 	a)	 	Any and all inventions, devices and processes and any
improvements and modifications thereof;
	 
	 	b)	 	Any and all letters patent of the United States or of any
other country, state or locality, and all rights connected therewith or
appertaining thereto;
	 
	 	c)	 	Any and all copyrights granted by the United States or
any other country, state or locality as aforesaid;
	 
	 	d)	 	Any and all trade-marks, trade names, trade symbols and
other indications of origin and ownership granted by or recognized under the
laws of the United States or of any other country, state or locality as
aforesaid; and to conduct and carry on its business in any or all of its
various branches under any trade name or trade names.





     (6) To engage in, carry on and conduct research, experiments, investigations, analyses,
studies and laboratory work, for the purpose of discovering new products or to improve products,
articles and things and to acquire, own, operate, maintain and dispose of, whenever the corporation
deems such action desirable, laboratories and similar facilities, plants and any and all other
establishments, and to procure, own and hold all necessary equipment in respect thereof, for the
purposes aforesaid.



     (7) To enter into any lawful contract or contracts with persons, firms, corporations or other
entities, governments or any agencies or subdivisions thereof, including guaranteeing the
obligations of any person, firm, or corporation or other entity.



     (8) To purchase and acquire, as a going concern or otherwise, and to carry on, maintain and
operate all or any part of the property or business of any corporation, firm, association, entity,
syndicate, or person whatsoever, deemed to be of benefit to the corporation, or of use in any
manner in connection with any of its objects or purposes; and to acquire, own, hold and use and
dispose of, upon such terms as may seem advisable to the corporation, any and all property, real,
personal or mixed, and any interest therein deemed necessary, useful or of benefit to the
corporation in any manner in connection with any of its objects or purposes.



5









 





     (9) To purchase or otherwise acquire, hold, sell, pledge, reissue, transfer or otherwise deal
in shares of the corporation’s own stock, provided that it shall not use its funds or property for
the purchase of its own shares of stock when such use would be in any manner prohibited by law, by
the articles of incorporation or by the bylaws of the corporation; and, provided further, that
shares of its own stock belonging to it shall not be voted upon directly or indirectly.



     (10) To invest, lend and deal with moneys of the corporation in any lawful manner, and to
acquire by purchase, by the exchange of stock or other securities of the corporation, by
subscription or otherwise and to invest in, to hold for investment or for any other purpose, and to
deal in and use, sell, pledge, or otherwise dispose of, and in general to deal in any interest
concerning or enter into any transaction with respect to (including “long” and “short” sales of)
any stocks, bonds, notes, debentures, certificates, receipts and other securities and obligations
of any government, state, municipality, corporation, association or other entity, including
individuals and partnerships and, while owner thereof, to exercise all of the rights, powers and
privileges of ownership, including, among other things, the right to vote thereon for any and all
purposes and to give consent with respect thereto.



     (11) To borrow or raise money for any purpose of the corporation and to secure the same and
the interest accruing on any such loan, indebtedness or obligation of the corporation, and for that
or any other purposes to mortgage, pledge, hypothecate or charge all or any part of the present or
hereafter acquired property, rights and franchises of the corporation, real, personal, mixed or of
any character whatever, subject only to limitations specifically imposed by law.



     (12) To do any or all of the things hereinabove enumerated alone for its own account, or for
the account of others, or as the agent for others, or in association with others or by or through
others, and to enter into all lawful contracts and undertakings in respect thereof.



     (13) To have one or more offices, to conduct its business, carry on its operations and
promote its objects within and without the State of Missouri, in other states, the District of
Columbia, the territories, colonies and dependencies of the United States and in foreign countries,
without restriction as to place, manner or amount, but subject to the laws of such state, district,
territory, colony, dependency or country; and to do any or all of the things herein set forth to
the same extent as natural persons might or could do and in any part of the world, either alone or
in company with others.



     (14) In general, to carry on any other business in connection with each and all of the
foregoing or incidental thereto, and to carry on, transact and engage in any and every lawful
business or other lawful thing calculated to be of gain, profit or benefit to the corporation as
fully and freely as a natural person might do, to the extent and in the manner, anywhere within or
without the State of Missouri, as it may from time to time determine; and to have and exercise each
and all of the powers and privileges, either



6









 







direct or incidental, which are given and provided by or are available under the laws of the State
of Missouri in respect of private corporations organized for profit thereunder; provided, however,
that the corporation shall not engage in any activity for which a corporation may not be formed
under the laws of the State of Missouri.



     It is the intention that each of the objects, purposes and powers specified in each of the
paragraphs in this Article Eight shall be in no wise limited or restricted by reference to or
inference from the terms of any other paragraph, but that the objects, purposes and powers
specified in each of the paragraphs of this Article Eight shall be regarded as independent objects,
purposes and powers. The enumeration of the specific objects, purposes and powers of this Article
shall not be construed to restrict in any manner the general objects, purposes and powers of this
corporation, nor shall the expression of one thing be deemed to exclude another, although it be of
like nature. The enumeration of objects, purposes or powers herein shall not be deemed to exclude
or in any way limit by inference any objects, purposes or powers which this corporation has power
to exercise, whether expressly or by force of the laws of the State of Missouri, now or hereafter
in effect, or impliedly by any reasonable construction of such laws.



ARTICLE NINE




     The private property of the shareholders shall not be subject to the payment of the corporate
debt of the corporation.



ARTICLE TEN




     Both the shareholders and directors shall have power, if the Bylaws so provide, to hold their
meetings and to have one or more offices within or without the State of Missouri, and to keep books
and records of the corporation business (subject to the provisions of the applicable laws of
Missouri) outside of the State of Missouri, at such places as may be from time to time designated
by the Board of Directors.



ARTICLE ELEVEN




     Any contract, transaction or act of the corporation or of the directors, which shall be
ratified by a majority of a quorum of the shareholders having voting power at any annual meeting,
or at any special meeting called for such purpose, shall, except as otherwise specifically provided
by law or by the Articles of Incorporation, be as valid and as binding as though ratified by every
shareholder of the corporation; provided, however, that any failure of the shareholders to approve
or ratify such contract, transaction or act, when and if submitted, shall not of itself be deemed
in any way to render the same invalid, nor deprive the directors of their right to proceed with
such contract, transaction or act.



7









 





ARTICLE TWELVE




     In case the corporation enters into contracts or transacts business with one or more of its
directors, or with any firm of which one or more of its directors are members, or with any other
corporation or association of which one or more of its directors are members or shareholders,
directors or officers, such transaction or transactions shall not be invalidated or in any way
affected by the fact that such director or directors have or may have interests therein which are
or might be adverse to the interests of this corporation; provided that such contract or
transaction is entered into in good faith and authorized or ratified in the usual course of
business as may be provided for in the Bylaws of this corporation.



ARTICLE THIRTEEN




     The corporation reserves the right to amend, alter, change, or repeal any provision contained
in these Articles of Incorporation, in the manner as hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this reservation.



ARTICLE FOURTEEN




     Special meetings of the shareholders for any lawful purpose or purposes may be called only by
a majority of the Board of Directors, by the holders of not less than 80% of all outstanding shares
of stock of the corporation entitled to vote at an annual meeting, by the Chairman of the Board or
by the President.



ARTICLE FIFTEEN




     The affirmative vote of not less than 80% of the outstanding shares of the corporation
entitled to vote in an election of directors shall be required for the approval or authorization of
any Business Transaction (as hereinafter defined) with a Related Person (as hereinafter defined),
whether or not such Business Transaction was approved by a lesser vote prior to the time the
Related Person became a Related Person, unless:




	 	(1)	 	The Business Transaction shall have been approved by a two-thirds vote of
the Continuing Directors (as hereinafter defined); or
	 
	 	(2)	 	The Business Transaction is a merger or consolidation and the cash or
fair market value of the property, securities or other consideration to be received
per share by the holders of each class of stock of the corporation in the Business
Transaction is not less than such Related Person’s Highest Purchase Price (as
hereinafter defined).




8









 










For purposes of this Article Fifteen:





	 	1.	 	The term “Business Transaction” shall mean: (a) any merger or
consolidation of the corporation or any subsidiary of the corporation; (b) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) of all or a Substantial Part (as
hereinafter defined) of the assets of the corporation or any subsidiary; (c) the
issuance, sale, exchange, transfer or other disposition by the corporation or any
subsidiary of any securities of the corporation or any subsidiary; (d) any
reclassification of securities (including any reverse stock split) or
recapitalization of the corporation or any other transaction which has the effect,
directly or indirectly, of increasing the voting power of a Related Person; (e)
any liquidation, spinoff, split-up or dissolution of the corporation; and (f) any
agreement, contract or other arrangement providing for any of the transactions
described in this definition of Business Transaction.
	 
	 	2.	 	The term “Related Person” shall mean and include any individual,
corporation, partnership or other person or entity, other than the corporation or
any wholly-owned subsidiary thereof, which, together with its “Affiliates” and
“Associates” (as defined on June 1, 1983 in Rule 12b-2 under the Securities
Exchange Act of 1934 (the “Exchange Act”), “Beneficially Owns” (as defined on June
1, 1983, in Rule 13d-3 under the Exchange Act) in the aggregate 15 percent or more
of the outstanding shares of the corporation entitled to vote in an election of
directors at the time a resolution approving the Business Transaction is adopted
by a two-thirds vote of the corporation’s Board of Directors or on the record date
for the determination of shareholders entitled to notice of and to vote on the
Business Transaction, and any Affiliate or Associate of any such individual,
corporation, partnership or other person or entity.
	 
	 	3.	 	The term “Continuing Director” shall mean any member of the Board of
Directors of the corporation who was either a member of the Board of Directors prior
to the time that the Related Person became a Related Person or who subsequently
became a director of the corporation and whose election, or nomination for election
by the corporation’s shareholders, was approved by a vote of a majority of the
Continuing Directors.
	 
	 	4.	 	The term “Highest Purchase Price” shall mean the highest amount of
consideration paid by such Related Person for a share of the corporation’s Common
Stock within one year prior to the date such person became a Related Person or in
the transaction that resulted in such Related Person becoming a Related Person,
provided that the Highest Purchase Price shall be appropriately adjusted for stock
splits, stock dividends and like distributions.




9









 






	 	5.	 	The term “Substantial Part” shall mean more than 20% of the fair
market value of the total assets of the entity in question, as of the end of its
most recent fiscal year ending prior to the time the determination is made.





ARTICLE SIXTEEN




     The affirmative vote of the holders of not less than 80% of the outstanding shares of stock of
this corporation entitled to vote generally in the election of directors shall be required to
amend, modify, alter or repeal Articles Three, Six, Fourteen, Fifteen and Sixteen of these Articles
of Incorporation or any provision of the corporation’s Bylaws, provided that the affirmative vote
of a majority of the votes entitled to be cast shall be sufficient to approve any such amendment,
modification, alternation or repeal that has been adopted by a vote of 80% of the members of the
Board of Directors and that the power of the Board of Directors to amend, modify, alter or repeal
any Bylaw shall be governed by Section E of Article Six.



     IN WITNESS WHEREOF, the undersigned has caused these Amended and Restated Articles of
Incorporation to be executed this 15 day of October, 2008.



	 	 	 	 	 
	 

	 	H&R BLOCK, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Bret G. Wilson	 	 
	 

	 	 

Bret G. Wilson
	 	 
	 

	 	Vice President and Secretary	 	 







10