AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KIMBALL INTERNATIONAL, INC.
Kimball International, Inc. (the "corporation"), a corporation
existing pursuant to the provisions of the Indiana Business
Corporation Law (the "Corporation Law"), hereby amends and restates
its Articles of Incorporation in accordance with Indiana Code
23-1-38-7. These Amended and Restated Articles of Incorporation shall
be effective as of November 12, 1997 (the "Effective Date"),
and shall supersede and take the place of the existing Restated
Articles of Incorporation of Kimball International, Inc., which are
dated April 9, 1991, and all subsequent amendments thereto.
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 Corporation Law;
(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;
(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 evidences
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 United States, and in
any and all foreign countries, 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 Corporation Law.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the corporation shall continue is perpetual.
ARTICLE IV
SHARES
Section 1. Number. The total number of shares into which the
corporation's capital stock is to be divided is 150,000,000 shares,
identified by class and par value of shares as follows:
(a) 50,000,000 shares of Class A Common Stock of the par value
of $.05 per share; and
(b) 100,000,000 shares of Class B Common Stock of the par value
of $.05 per share.
Section 2. Share Split. On the Effective Date, and without any
further action on the part of the corporation or its shareholders,
each share of Class A Common Stock, $.31-1/4 par value, then issued
(including shares held by the corporation as treasury shares), shall
be split into two fully paid and nonassessable shares of Class A
Common Stock, $.05 par value per share, and each share of Class B
Common Stock, $.31-1/4 par value, then issued (including shares held
by the corporation as treasury shares), shall be split into two fully
paid and nonassessable shares of Class B Common Stock, $.05 par value
per share. To reflect the share split provided above, each
certificate representing shares of Class A Common Stock, $.31-1/4 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, $.31-1/4 par value, theretofore issued
and outstanding or theretofore issued and held in the corporate
treasury, shall continue to represent, after the Effective Date, 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, to
receive a new certificate representing a number of shares of Class A
Common Stock, $.05 par value, or Class B Common Stock, $.05 par value,
respectively, as authorized by the foregoing provisions, equal to the
number of shares theretofore held so that, upon the Effective Date,
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, $.05 par value, or Class B Common Stock, $.05 par value,
respectively, for each share of Class A Common Stock, $.31-1/4 par
value, or Class B Common Stock, $.31-1/4 par value, respectively,
of which the shareholder was the holder prior to the Effective Date.
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 cash
dividends in each fiscal year of the corporation in an
amount which is $.02 per share (the "Differential") greater
than the amount of cash 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 for each quarterly dividend
declared during the resulting short fiscal year shall
be equal to one-fourth of the Differential applicable
to a full fiscal year (taking into account any
adjustments that may be made to the Differential in
accordance with Section 3(a)(iii) below);
(ii) with respect to the first fiscal year ending after the
Effective Date, the Differential for each quarterly
dividend declared during the remainder of that fiscal
year shall be equal to one-fourth of the Differential
applicable to a full fiscal year (taking into account
any adjustments that may be made to the Differential in
accordance with Section 3(a)(iii) below); 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 (excluding the split effected pursuant to Article
IV, Section 2 above), 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 by multiplying the Differential theretofore in
effect 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
dividend, as the case may be. The Differential as so
adjusted shall be rounded to the nearest tenth of a
cent.
All cash dividend 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 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 IV 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)to 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 IV 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 canceled 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.
ARTICLE V
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 in 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 VI
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 of 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 Corporation Law, 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 reserved 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 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 of 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 or
committee.