S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 3.2

CENTENE CORPORATION
CERTIFICATE OF INCORPORATION

The undersigned, being a natural person of the age of twenty-one (21) or more,
for the purpose of forming a corporation under the General Corporation Law of
the State of Delaware, adopts the following Certificate of Incorporation:

FIRST: The name of the Corporation is Centene Corporation (the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, New Castle County, Delaware 19801. The name of its registered agent
at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware (the "GCL").

FOURTH: (a) Authorized Capital Stock. The total number of shares of stock which
the Corporation shall have authority to issue is 50,000,000 shares of capital
stock, consisting of (i) 40,000,000 shares of common stock, par value of one
cent ($0.01) per share (the "Common Stock") and (ii) 10,000,000 shares of
preferred stock, par value of one cent ($0.01) per share (the "Preferred
Stock").

(b) Common Stock. The powers, preferences and rights, and the qualifications,
limitations and restrictions, of each class of the Common Stock are as follows:

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

(2) Dividends; Stock Splits. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this Certificate of
Incorporation, as it may be amended from time to time, holders of shares of
Common Stock shall be entitled to receive such dividends and other
distributions in cash, stock or property of the Corporation when, as and if
declared thereon by the Board of Directors from time to time out of assets
or funds of the Corporation legally available therefor.

(3) Liquidation, Dissolution, etc. In the event of any liquidation,
dissolution or winding up (either voluntary or involuntary) of the
Corporation, the holders of shares of Common Stock shall be entitled to
receive the assets and funds of the Corporation available for distribution
after payments to creditors and to the holders of any Preferred Stock of
the Corporation that may at the time be outstanding, in proportion to the
number of shares held by them, respectively.

(4) Merger, etc. In the event of a merger or consolidation of the
Corporation with or into another entity (whether or not the Corporation is
the surviving entity), the holders of each share of Common Stock shall be
entitled to receive the same per share consideration on a per share basis.



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

(c) Preferred Stock. The Board of Directors is hereby expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock in one or
more classes or series, and to fix for each such class or series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series, including, without
limitation, the authority to provide that any such class or series may be (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 preference to,
or in such relation to, the dividends payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, of the Corporation at
such price or prices or at such rates of exchange and with such adjustments; all
as may be stated in such resolution or resolutions.

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

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

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

(b) The number of directors of the Corporation shall be as from time to time
fixed by the Board of Directors, within any limitations as may be fixed by the
By-Laws. Election of directors need not be by written ballot unless the By-Laws
so provide.

(c) The directors shall be divided into three classes, designated Class I, Class
II and Class III. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors. The initial division of the Board of Directors into classes shall be
made by the decision of the affirmative vote of a majority of the entire Board
of Directors. The term of the initial Class I directors shall terminate on the
date of the 2002 annual meeting; the term of the initial Class II directors
shall terminate on the date of the

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2003 annual meeting; and the term of the initial Class III directors shall
terminate on the date of the 2004 annual meeting. At each succeeding annual
meeting of stockholders beginning in 2002, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director.

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

(e) Subject to the terms of any one or more classes or series of Preferred
Stock, any vacancy on the Board of Directors that results from an increase in
the number of directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other vacancy
occurring on the Board of Directors may be filled by a majority of the Board of
Directors then in office, even if less than a quorum, or by a sole remaining
director. Any director of any class elected to fill a vacancy resulting from an
increase in the number of directors of such class shall hold office for a term
that shall coincide with the remaining term of that class. Any director elected
to fill a vacancy not resulting from an increase in the number of directors
shall have the same remaining term as that of his predecessor. Subject to the
rights, if any, of the holders of shares of Preferred Stock then outstanding,
any or all of the directors of the Corporation may be removed from office at any
time, with or without cause, by the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of the Corporation's then
outstanding capital stock entitled to vote generally in the election of
directors. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
FIFTH unless expressly provided by such terms.

(f) In addition to the powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered 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 GCL, this
Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.

SIXTH: No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the GCL as the same exists or may hereafter be amended. If the
GCL is amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the GCL, as
so amended. Any repeal or

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modification of this Article SIXTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

SEVENTH: The Corporation 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 SEVENTH shall include the
right to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.

The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this
Article SEVENTH shall not be exclusive of any other right which any person may
have or hereafter acquire under this Certificate of Incorporation, the By-Laws
of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.

Any repeal or modification of this Article SEVENTH by the stockholders of the
Corporation shall not adversely affect any rights to indemnification and to the
advancement of expenses of a director or officer of the Corporation existing at
the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.

EIGHTH: The name and mailing address of the incorporator is John L. Gillis, Jr.,
One Metropolitan Square, St. Louis, Missouri 63102-2740.

NINTH: Unless otherwise required by law, special meetings of stockholders, for
any purpose or purposes may be called by either (i) the Chairman of the Board of
Directors, if there be one, (ii) the Chief Executive Officer, or (iii) the Board
of Directors. The ability of the stockholders to call a special meeting is
hereby specifically denied.

TENTH: Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation, and the ability of the stockholders to consent
in writing to the taking of any action is hereby specifically denied.

ELEVENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) 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.

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TWELFTH: In furtherance and not in limitation of the powers conferred upon it by
the laws of 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 at least 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 may be adopted, amended, altered or repealed by the affirmative
vote of the holders of at least seventy-five percent (75%) of the voting power
of the shares entitled to vote at an election of directors.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed in this Certificate of Incorporation, the Corporation's
By-Laws or the GCL, and all rights herein conferred upon stockholders are
granted subject to such reservation; provided, however, that, notwithstanding
any other provision of this Certificate of Incorporation (and in addition to any
other vote that may be required by law), the affirmative vote of the holders of
at least seventy-five percent (75%) of the voting power of the shares entitled
to vote at an election of directors shall be required to amend, alter, change or
repeal, or to adopt any provision as part of this Certificate of Incorporation
inconsistent with the purpose and intent of Articles FIFTH and TWELFTH of this
Certificate of Incorporation or this Article THIRTEENTH.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of
forming the Corporation pursuant tot he General Corporation Law of the State of
Delaware, has hereunto set his hand this 26/th/ day of September, 2001.

John L. Gillis, Jr., Incorporator

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