Business as usual
A Benefit Corporation
At Twoodie we believe in creating value for the longterm. We can't pretend to be perfect, but we have laid out our intentions by structuring the company in this way.
It's good to be clear, so customers and investors know 3 things:
- This is not a social enterprise. We believe the default way to run a company is to consider the environment and employees. Being profitable is in no way a contradiction to this.
- We have big dreams and we want to scale this business.
- This is not a marketing gimmick or 'certification'. It is legally binding.
Benefit Corp legislation is a framework to enable mission driven companies to grow.
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A PUBLIC BENEFIT CORPORATION
Article 1 Name: The name of this public benefit corporation is Twoodie PBC. References to Twoodie or the corporation in this Certificate of Incorporation are to Twoodie PBC.
Article 2 Registered Office: Twoodie’s Registered Office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The Registered Agent in charge thereof is The Corporation Trust Company.
Article 3 Corporate Purpose: (a) The purpose of Twoodie is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware; (b) Twoodie is a for-profit corporation organised under and subject to the requirements of the General Corporation Law of Delaware that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, Twoodie shall be managed in a manner that balances the stockholders’ pecuniary interests, the best interests of those materially affected by its conduct, and the public benefits identified in this Certificate of Incorporation; (c) the specific public benefit purposes of Twoodie are to:
- Make the best products: by (1) designing and manufacturing high quality products as defined by durability, multi-functionalism and non-obsolescence; and (2) designing and manufacturing products that are made from materials that can be reused, recycled or biodegrade.
- Establish a professional workplace: including by affording educational opportunities and healthcare to employees.
- Preserve the environment: by seeking to reduce the impact of operations in water use, water quality, energy use, greenhouse gas emissions, chemical use, toxicity and waste.
- Share 1%: by contributing at least 1% of the corporation’s annual net revenue to early childhood healthcare activities (recognising that all corporations can afford to share 1%). Early childhood healthcare activities comprise any activities that may directly or indirectly benefit the health of children between zero and eight years of age. Contributions shall be in cash or in kind and shall include the expenses of Twoodie associated with administering such contributions valued at the corporation’s cost. For the purpose of this specific public benefit, “net revenue” means the total sales of goods and services of Twoodie, less returns, discounts and allowances.
- Promote transparency: by publishing through its website or in print information relating to its business operations, including, no less than biennially, the statement as to the corporation’s performance in relation to the specific public benefit purposes set out herein as required by Section 366 of the General Corporation Law of Delaware.
- Lead by example: Twoodie may share intellectual property, proprietary information and best practices with other businesses if the board of directors of Twoodie determines that doing so may improve environmental or corporate governance practices.
Article 4 Authorized Capital: The amount of the total stock Twoodie is authorized to issue is 1,000 shares (number of authorized shares) with a par value of US$0.01 per share.
Article 5 Directors: The name and mailing address of each person who is to serve as a director of Twoodie until the first annual meeting of the stockholders or until a successor is elected and qualified, are as follows:
Name: Steven Pettigrove
Mailing Address: ///, Hong Kong
Name: Jeanne Bardin
Mailing Address: ///, Hong Kong
Article 6 Election of Directors: Elections of directors need not be by written ballot unless the by-laws of Twoodie shall provide.
Article 7 Director’s Powers: In furtherance and not in limitation of the powers conferred by statute, the board of directors of Twoodie is expressly authorized:
- to manage the business and affairs of the corporation;
- 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 General Corporation Law of Delaware, this Certificate of Incorporation, and the by-laws, and no by-law adopted, amended or repealed, after the effectiveness of this Certificate of Incorporation, shall invalidate any prior act of the board of directors which would have been valid if such by-law had not been adopted, amended or repealed;
- to adopt, amend or repeal the by-laws of the corporation without any action on the part of the corporation’s stockholders;
- to, from time to time, authorize by resolution the issuance of any or all shares of the stock herein authorized in accordance with the terms and conditions set forth in this Certificate of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such considerations, all as the board of directors of the corporation in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law.
Article 8 Pursuit of Corporate Purpose: Any disinterested failure by a director of Twoodie to satisfy Section 365 of the General Corporation Law of Delaware shall not, for the purpose of Section 102(b)(7) or Section 145 of the same, constitute an act or omission not in good faith, or a breach of the duty of loyalty. No amendment to or repeal of this Article 8, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 8, shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal or adoption of an inconsistent provision.
Article 9 Director’s Liability: To the fullest extent permitted by the General Corporation Law of Delaware as the same exists or as may hereafter be amended, a director of Twoodie shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. No amendment to or repeal of this Article 9, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 9, shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal or adoption of an inconsistent provision.
Article 10 Indemnification of Directors: (a) Twoodie shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors. The right to indemnification conferred by this Article 10 shall include, subject to applicable law, the right to be paid by the corporation for the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; (b) Subject to applicable law, Twoodie may, to the extent authorized from time to time by the board of directors of the corporation, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation and former directors and officers of predecessor entities of the corporation or any of its subsidiaries similar to those conferred in this Article 10 to directors and officers of the corporation; (c) The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the by-laws, any statute, agreement, vote of stockholders or disinterested directors or otherwise; (d) No amendment to or repeal of this Article 10, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 10, shall apply to or have any effect on any rights of indemnification and to the advancement of expenses of a director or officer of Twoodie existing at the time of such amendment, repeal or adoption of an inconsistent provision.
Article 11 Comprises or Arrangements: Wherever a compromise or arrangement is proposed between Twoodie and its creditors or any class of them and/or between the corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers for this corporation under Section 291 of the General Corporation Law of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under Section 279 of the General Corporation Law of Delaware order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing 75% in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganisation of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganisation shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
Article 12 Meetings and Books and Records: Meetings of the stockholders of Twoodie may be held within or without the State of Delaware, as the by-laws may provide. The books and records of Twoodie may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.
Article 13 Amendments: Twoodie reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
Article 14 Jurisdiction: Unless Twoodie consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware or, as further provided below, the United States District Court for the District of Delaware, shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the corporation to the corporation or the corporation’s stockholders; (c) any action asserting a claim against the corporation arising pursuant to any provision of the General Corporation Law of Delaware or this Certificate of Incorporation or the by-laws of the corporation; or (d) any action asserting a claim against the corporation governed by the internal affairs doctrine, in each case subject to the Court of Chancery of the State of Delaware having jurisdiction over the subject matter and personal jurisdiction over the indispensable parties named as defendants therein. Cases involving claims for which the Court of Chancery of the State of Delaware lacks jurisdiction shall, to the fullest extent permitted by law, be brought in the United States District Court for the District of Delaware.
Article 15 Incorporator: The name and mailing address of the incorporator of Twoodie are as follows:
Name: Steven Pettigrove
Mailing Address: ///, Hong Kong
I, The Undersigned, for the purpose of forming a public benefit corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 12th day of February, A.D. 2015.
By: STEVEN PETTIGROVE
Name: Steven Pettigrove