RESTATED
ARTICLES OF INCORPORATION
OF
KIMBALL INTERNATIONAL, INC.
Kimball International, Inc., a corporation existing pursuant to the
provisions of The Indiana Business Corporation Law, pursuant to action of its
Board of Directors, hereby restates its Articles of Incorporation in their
entirety in accordance with I.C. 23-1-38-7. These Restated Articles of
Incorporation shall supersede and take the place of the existing Amended
Articles of Incorporation of Kimball International, Inc., filed with the Indiana
Secretary of State on November 30, 1972, and all subsequent amendments thereto.
These Restated Articles of Incorporation are dated April 9, 1991.
ARTICLE I
NAME
The name of the corporation is Kimball International, Inc.
ARTICLE II
PURPOSES
The purposes for which the corporation is formed are:
(a) to transact any and all lawful businesses for which corporations may
be incorporated under the Indiana General Corporation Act;
(b) to carry on the trade or business of manufacturing, purchasing,
buying, selling, handling, disposing of, merchandising and dealing in,
either at wholesale or at retail, manufactured products of metal,
wood, or other materials and/or the combinations thereof, of the
various and several kinds, and especially furniture of the various and
several kinds of construction, parts, and accessories, and in
general, the engagement in manufacturing and merchandising and
as before said, either at wholesale or at retail, and all or either,
in whole or in part, as the further interests and opportunities may
suggest, and as the subsequent conditions may indicate or require;
(c) to engage and conduct a business in the United States and
internationally for the manufacture of products of metal, wood or
other materials and/or the combinations thereof; to buy, sell, own,
manufacture, assemble, build, construct and otherwise handle and deal
in all kinds of machinery, equipment, supplies, parts or accessories,
and to manufacture, build and construct furniture of the various and
several kinds of construction, parts and accessories and to dispose
and deal in the same as manufacturers, jobbers, wholesalers and
retailers;
(d) to acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage and otherwise deal in and dispose of Letters Patent of
the United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade names incident to or useful in connection with
any business of this corporation;
(e) to acquire the capital stock, bonds or other evidences of
indebtedness, secured or unsecured, of any other corporation and to
acquire the good will, rights, assets and property and to undertake
and assume all or any part of the obligations or liabilities of any
other corporation, firm, association or person;
Exhibit 3(a)
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(f) to acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in respect of
the shares of capital stock, scrip, warrants, rights, bonds,
debentures, notes, trust receipts and other securities, obligations,
choses in action and evidence of indebtedness or interest issued or
created by any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign
government, or by any state, territory, province, municipality or
other political subdivision or by any governmental agency, and as
owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and
vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and
enhancement in value thereof;
(g) to buy, hold, own, improve, manage, operate, lease as lessee or as
lessor, sell, convey and/or mortgage either alone or in conjunction
with others, real estate of every kind, character and description
whatsoever and wheresoever situated, and any interest therein; and to
purchase, acquire, hold, mortgage, pledge, hypothecate, exchange,
sell, deal in and dispose of, alone or in syndicates, or otherwise in
conjunction with others, commodities and other personal property of
every kind, character and description whatsoever and wheresoever
situated, and any interest therein;
(h) to act as agent or representative of others for any lawful business
purposes;
(i) to make contracts; to make any guaranty respecting stocks, leases,
securities, indebtedness, interest, contracts, or other obligations;
to borrow money; to issue bonds, promissory notes, debentures, and
other evidences of indebtedness; to secure such evidence of
indebtedness by pledge, mortgage and/or hypothecation of certain or
all of the assets of the corporation; to enter into indentures
specifying the various terms and incidents of such evidences of
indebtedness; and to do any and all other incidental acts and things
necessary to borrow money on the part of the corporation;
(j) to borrow or raise monies for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or
nonnegotiable instruments and evidences of indebtedness, and to secure
the payment of any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of the whole or any
part of the property of the corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of such
bonds or other obligations of the corporation for its corporate
purposes;
(k) to purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of its capital except as otherwise permitted by law,
and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly;
(l) to have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount, to
purchase or otherwise acquire, hold, own, amortize, sell, convey or
otherwise deal in or dispose of real and personal property of every
class and description in any of the states, districts, territories or
colonies of the Exhibit 3(a)
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United States, and in any and all foreign counties, subject to the
laws of such state, district, territory, colony, or country;
(m) in general, to carry on any other businesses in connection with the
foregoing and to have and exercise all of the powers conferred by the
laws of the State of Indiana upon corporations by the Indiana General
Corporation Act.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the corporation shall continue is perpetual.
ARTICLE IV
RESIDENT AGENT AND PRINCIPAL OFFICE
Section 1. Resident Agent. The name and address of the resident agent
in charge of the corporation's principal office is Thomas L. Habig, 1600 Royal
Street, Jasper, Indiana, 47549.
Section 2. Principal Office. The Post Office address of the principal
office of the corporation is 1600 Royal Street, Jasper, Indiana, 47549.
ARTICLE V
SHARES
Section 1. Number. The total number of shares into which the
corporation's capital stock is to be divided is 40,700,000 shares, identified by
class and par value of shares as follows:
(a) 10,700,000 shares of Class A Common Stock of the par value of $.31-1/4
per share; and (since reduced by reason of conversions made
subsequent to November 6, 1987, pursuant to Section 3(c) of
this Article V)
(b) 30,000,000 shares of Class B Common Stock of the par value of $.31-1/4
per share.
Section 2. Changes and Reclassifications. At the time that this
amendment becomes effective [which was November 6, 1987], and without any
further action on the part of the corporation or its shareholders, each share of
Class A Common Stock, $.62-1/2 par value, then issued (including shares held by
the corporation as treasury shares), shall be changed and reclassified into two
fully paid and non-assessable shares of Class A Common Stock, $.31-1/4 par value
per share, and each share of Class B Common Stock, $.62-1/2 par value, then
issued (including shares held by the corporation as treasury shares), shall be
changed and reclassified into two fully paid and non-assessable shares of Class
B Common Stock, $.31-1/4 par value per share. To reflect the change and
reclassification provided above, each certificate representing shares of Class A
Common Stock, $.62-1/2 par value, theretofore issued and outstanding or
theretofore issued and held in the corporate treasury, and each certificate
representing shares of Class B Common Stock, $.62-1/2 par value, theretofore
issued and outstanding or theretofore issued and held in the corporate treasury,
shall continue to represent, after the effective date of this amendment, the
same number of shares of Class A Common Stock and Class B Common Stock,
respectively, theretofore represented by such certificate, and each holder of
shares of Class A Common Stock or Class B Common Stock shall be entitled, as
soon as practicable after the effective date of this amendment, to receive a new
certificate representing a number of shares of Class A Common Stock, $.31-1/4
par value, or Class B Common Stock, $.31-1/4 par value, respectively as
authorized by this
Exhibit 3(a)
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amendment, equal to the number of shares theretofore held so that, upon this
amendment becoming effective, each holder of record of a certificate theretofore
representing issued Class A Common Stock or Class B Common Stock will be
entitled to certificates representing in the aggregate two shares of Class A
Common Stock, $.31-1/4 par value, or Class B Common Stock, $.31-1/4 par value,
respectively, for each share of Class A Common Stock, $.62-1/2 par value, or
Class B Common Stock, $.62-1/2 par value, respectively, of which the shareholder
was the holder prior to the effectiveness of this amendment.
Section 3. Terms. The relative rights, preferences, limitations and
restrictions of each class of shares of Common Stock are as follows:
(a) Dividends.
The holders of Class A Common Stock and Class B Common Stock shall be
entitled to receive, when and as declared by the Board of Directors, from
funds lawfully available therefor, all dividends payable in cash or other
property of the corporation, and for this purpose Class A Common Stock and
Class B Common Stock shall be considered as one class, and the holders
thereof shall be entitled to participate ratably, share for share, and
without preference of either class over the other, in all dividends so
declared and paid. Notwithstanding the foregoing, the holders of Class B
Common Stock shall be entitled to receive dividends in each fiscal year of
the corporation in an amount which is $.01 per share (the "Differential")
greater than the amount of dividends which are paid on the Class A Common
Stock in such year; provided, however, that
(i) if any such fiscal year shall consist of less than 360
days, then the Differential shall be equal to $.01 per share multiplied by
a fraction, the numerator of which is the number of whole calendar months
in such fiscal year, and the denominator of which is twelve;
(ii) with respect to the first fiscal year ending after the date
this amendment becomes effective, the Differential shall be equal to $.01
per share multiplied by a fraction, the numerator of which is the number
of whole calendar months between the date this amendment becomes effective
and the end of such fiscal year, and the denominator which is twelve; and
(iii) in the event of a split or division of the outstanding
shares of Class B Common Stock into more shares of that class, or a
combination of the outstanding shares of Class B Common Stock into a
lesser number of shares of that class, or the declaration and payment of a
stock dividend payable in shares of Class B Common Stock on the
outstanding shares of Class B Common Stock, then, effective upon the
effectiveness of such split, division or combination, or upon the payment
of such stock dividend, as the case may be, the Differential shall be
adjusted to $.01 per share multiplied by a fraction, the numerator of
which is the number of shares of Class B Common Stock outstanding
immediately prior to the effectiveness of such split, division or
combination, or the payment of such stock dividend, as the case may be,
and the denominator of which is the number of shares of Class B Common
Stock outstanding immediately following such split, division or
combination, or the payment of such stock dividend, as the case may be.
All per share computations under clauses (i) and (ii) of this
Section 3(a) shall be rounded to the nearest tenth of a cent and all
payments to a holder of Class B Common Stock on any payment date with
respect to all shares of Class B Common Stock held by such holder shall be
rounded to the nearest whole cent.
No stock dividend may be declared or paid on the outstanding shares
of any class of Common Stock unless payable in shares of that class and no
stock dividend may be declared or paid on the outstanding shares of any
class of Common Stock unless, at the same time, a stock dividend, at the
same rate, is declared and paid on the outstanding shares of each class of
Common Stock, payable in shares of that class. The outstanding shares of
any class of
Exhibit 3(a)
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Common Stock shall not be split or divided into more shares of that class,
or combined into a lesser number of shares of that class, unless, at the
same time, the outstanding shares of each class of Common Stock are
similarly split, divided or combined.
(b) Voting. Except as otherwise provided in this Article V and except
as otherwise required by law, the voting power of the corporation shall vest in
the holders of Class A Common Stock, the holder of each issued and outstanding
share of Class A Common Stock being entitled to one vote in person or by proxy
for each such share, on all matters requiring the vote of shareholders, and the
holders of Class B Common Stock shall not be entitled by reason of their
holdings thereof to any voice or vote in the management or affairs of the
corporation. Notwithstanding the foregoing, the holders of Class B Common Stock
at any time issued and outstanding shall be entitled, as a class, (i) elect, at
each meeting of shareholders at which directors are elected, one member of the
Board of Directors of the corporation but shall not be entitled to vote upon the
election of the remaining members of the Board of Directors of the corporation,
and (ii) to full voting powers at any meeting of the shareholders of the
corporation with respect to any proposed amendment to this Article V or with
respect to any consolidation, merger, sale, lease, exchange, mortgage, pledge or
other disposition of all or substantially all of its fixed assets, or the
dissolution of the corporation. In addition to the foregoing, the express terms
and provisions of any class of Common Stock shall not be changed without the
affirmative vote of the holders of at least a majority of the issued and
outstanding shares of such class of Common Stock.
(c) Conversion. Any record holder of shares of Class A Common Stock
shall be entitled, at any time or from time to time, to convert any or all of
such shares held by such holder into the same number of shares of Class B Common
Stock. A record holder desiring to effect the conversion of shares of Class A
Common Stock into shares of Class B Common Stock shall furnish the corporation
with (i) a signed written notice of the intended conversion, stating that such
record holder desires to convert such shares of Class A Common Stock into the
same number of shares of Class B Common Stock and requesting that the
corporation issue all of such shares of Class B Common Stock to such holder, and
(ii) the certificate or certificates representing the shares of Class A Common
Stock to be converted, in proper form for transfer. All Class A Common Stock
surrendered for conversion hereunder shall be cancelled and retired permanently
and shall not be reissued.
(d) Dissolution. The Class A Common Stock and Class B Common Stock
shall participate equally per share in all distributions of assets of the
corporation upon voluntary or involuntary dissolution.
(e) Elimination of the Foregoing Provisions. If, at any time, the
number of issued and outstanding shares of Class A Common Stock shall constitute
less than 15% of the aggregate number of shares of Class A Common Stock and
Class B Common Stock then issued and outstanding or the corporation shall not
have paid any dividends on the Class B Common Stock for a period of thirty-six
consecutive calendar months, then thereupon, all of the rights, preferences,
limitations and restrictions set forth in this Section 3 relating to Class B
Common Stock shall become the same as the rights, preferences, limitations and
restrictions of the Class A Common Stock provided for herein, without any
further action on the part of the corporation or its shareholders, and all
distinctions between Class A Common Stock and Class B Common Stock shall
thereupon and thereby be eliminated, so that all shares of Class B Common Stock
shall be equal to shares of Class A Common Stock with respect to all matters,
including without limitation, dividend payments and voting rights and all
holders of shares of Class A Common Stock and Class B Common Stock shall vote as
a single class (except as otherwise required by applicable law) on all matters
submitted to a vote of the shareholders of the corporation; provided, however,
the right and power to convert any shares of Class A Common Stock into shares of
Class B Common Stock shall continue and, upon written request from the
corporation to all holders of Class A Common Stock, such holders shall promptly
take such steps as shall be necessary to convert the shares of Class A Common
Stock held by such holders into shares of Class B Common Stock.
Exhibit 3(a)
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ARTICLE VI
DIRECTORS
Section 1. Number of Directors. The number of directors of the
corporation shall be not less than seven (7) nor more than fifteen (15), as may
from time to time be specified by the By-laws and there shall be thirteen (13)
Directors whenever the By-laws do not contain such authorized provision.
Section 2. Qualifications of Directors. Directors need not be
shareholders of the corporation. A majority of the Directors at any time shall
be citizens of the United States.
ARTICLE VII
PROVISIONS FOR REGULATION OF BUSINESS
AND CONDUCT OF AFFAIRS OF CORPORATION
The business and conduct of the affairs of the corporation shall be
regulated as follows:
(a) The corporate seal of this corporation shall be circular in form
and shall have around the circumference in raised letters and words
"Kimball International, Inc.", and in other respects shall be in
such form and device as the Board of Directors may determine. The
directors may change the form, device and inscription of the seal
at pleasure.
(b) The shares of this corporation may be issued by the corporation for
such amount of consideration as may be fixed from time to time by
the Board of Directors.
(c) Meetings of the shareholders of the corporation shall be held at
such place, within or without the State of Indiana, as may be
specified in the respective notices, or waivers of notice, thereof.
(d) Meetings of the directors of the corporation shall be held at such
place, within or without the State of Indiana, as may be specified
in the respective notices, or waivers of notice, thereof.
(e) The Board of Directors of the corporation shall have power, without
the assent or vote of the shareholders, to make, alter, amend or
repeal the Code by By-laws of the corporation, but the affirmative
vote of a majority of the members of the Board of Directors for the
time being, shall be necessary to effect any alteration, amendment
or repeal.
(f) The corporation reserves the right to amend, alter, change, or
repeal any provisions contained in these Articles of Incorporation
in the manner now or hereafter prescribed by the provisions of the
Indiana General Corporation Act, or any other pertinent enactment
of the General Assembly of the State of Indiana; and all rights and
powers conferred hereby on shareholders, directors and/or officers
are subject to this reserve power.
(g) No contract or other transaction between this corporation and any
one or more members of the Board of Directors, or between this
corporation and another corporation, firm, partnership, joint
venture, trust or other enterprise of which any one or more such
interested members are directors, officers, shareholders, partners,
members, employees or agents or in which any one or more such
interested members are financially interested, shall be void or
voidable because of such relationship or
Exhibit 3(a)
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interest or because such interested member or members are present
at the meeting of the Board of Directors at which such contract or
transaction is authorized or approved or because such interested
member's or members' votes are counted for such purposes, if (1)
the fact of such relationship or interest is disclosed or known to
the disinterested members of the Board of Directors who authorize,
approve or ratify such contract or transaction by a vote or consent
sufficient for the purpose without counting the votes of such
interested member or members of the Board of Directors, or (2) the
fact of such relationship or interest is disclosed or known to the
holders of shares of this corporation and such holders authorize,
approve or ratify such contract or transaction by a vote or consent
sufficient for the purpose, or (3) such contract or transaction is
fair and reasonable insofar as this corporation is concerned. Such
interested member or members of the Board of Directors may be
counted in determining the presence of a quorum at a meeting of the
Board of Directors at which such contract or transaction is
authorized, approved or ratified. This paragraph (g) shall not be
construed to invalidate any contract or other transaction which
would otherwise be valid under applicable common and statutory law.
(h) It is intended that this corporation may acquire and own wasting
assets or property having a limited life. The depletion of such
assets by sale, lapse of time or otherwise need not be deducted in
the computation or surplus available for dividends.
(i) Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without
a meeting, if prior to such action the written consent thereto is
signed by all members of the Board or of such committee, as the
case may be, and such written consent is filed with the minutes of
the proceedings of the Board of committee.
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This instrument was prepared by Jeffrey R. Kinney, a member of the law firm of
Bamberger, Foreman, Oswald and Hahn; 7th Floor, Hulman Building, P.O. Box 657;
Evansville, Indiana 47704
Exhibit 3(a)
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