RESTATED AND AMENDED
ARTICLES OF INCORPORATION
ST. JOE CORPORATION
Pursuant to the provisions of Section 607.1007 of the Florida Business Corporation Act, the undersigned
corporation pursuant to a resolution duly adopted by its Board of Directors, adopts the following restated and
amended articles of incorporation.
The name of the corporation (“Corporation”) is the St. Joe Company.
The duration of the Corporation is perpetual.
The street address of the principal office of the Corporation is 1650 Prudential Drive, Suite 400, Jacksonville,
The maximum number of shares of stock that the Corporation is authorized to have outstanding at any time is
one hundred eighty million (180,000,000) shares having no par value per share, all of which shall be common
voting stock of the same class. All shares of common stock issued shall be fully paid and non-assessable. The
Corporation shall have the right to issue fractional shares.
Registered Office and Agent
The street address of the Corporation’s registered office is 1650 Prudential Drive, Suite 400, Jacksonville,
Florida 32207. The registered agent for the Corporation at that address is Robert M. Rhodes.
The number of Directors of the Corporation shall be not less than nine (9) nor more than fifteen (15).
The names and addresses of the Board of Directors who, subject to the Bylaws of the Corporation and the
laws of Florida, shall hold office until the next annual meeting of the Shareholders of the Corporation or until their
successors are elected and have been duly qualified, are:
Call of Special Shareholder Meetings
Special meetings of shareholders may be called at any time for any purpose by the holders of thirty percent
(30%) of the Corporation’s issued and outstanding shares.