EXHIBIT 3(a)
RESTATED ARTICLES OF INCORPORATION OF
OXFORD INDUSTRIES, INC.
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I.
CORPORATE NAME
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The name of the corporation is
OXFORD INDUSTRIES, INC.
II.
CORPORATE EXISTENCE
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The corporation shall have perpetual duration.
III.
CORPORATE PURPOSES AND POWERS
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The purpose of the corporation shall be to manufacture, purchase
and sell garments and clothing of all kinds; to manufacture, purchase
and sell dictation equipment and other business machines and equipment
of all kinds; to deal generally in properties of every kind or
description, tangible or intangible, real, personal or mixed; and to
conduct any other businesses and engage in any other activities not
specifically prohibited to corporations for profit under the laws of
the State of Georgia; and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities,
including, but not limited to, the powers enumerated in the Georgia
Business Corporation Code or any amendment thereto.
IV.
CAPITAL STOCK
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A. General. The total number of shares of capital stock which
the corporation shall have authority to issue is sixty million
(60,000,000), of which thirty million (30,000,000) shall be common
stock of $1 par value per share and of which thirty million
(30,000,000) shall be preferred stock of $1 par value per share. The
authorized but unissued shares of common stock and preferred stock
shall be available for issuance and sale at any time and from time to
time, either in whole or in part, and upon such terms and conditions
and for such consideration, not less than the par value thereof, as may
be provided by the Board of Directors of the corporation.
B. Common Stock. The common stock shall be deemed to be stock
entitled to vote within the meaning of any of the provisions of the
laws of the State of Georgia and each holder of common stock shall, at
every meeting of stockholders, be entitled to one vote, in person or by
proxy, for each share of such stock held by him.
C. Preferred Stock. The following is a description of the
terms, provisions, preferences, rights, voting powers, restrictions and
limitations of the preferred stock:
(1) Dividends on the preferred stock shall be cumulative.
(2) The preferred stock shall rank superior to the common
stock both as to the payment of dividends (other than dividends
payable solely in shares of common stock) and as to amounts
distributable upon the voluntary or involuntary liquidation of the
corporation.
(3) At any time after full cumulative dividends for all
previous dividend periods shall have been paid on the preferred
stock and each other class of stock (if any) ranking superior to
or in parity with the preferred stock as to dividends, and after
declaring and making provision for the payment in full of the
quarterly dividends for the current dividend period on the
preferred stock and on each other class of stock ranking superior
to or in parity with the preferred stock as to dividends, and
after all requirements with respect to any purchase, retirement or
sinking fund or funds for all series of the preferred stock and
each other class of stock ranking superior to or in parity with
the preferred stock have been complied with, then, but not prior
thereto, out of any funds of the corporation lawfully available
therefor, dividends may be declared and paid on the class or
classes of stock junior to the preferred stock as to dividends,
subject to the respective terms and provisions (if any) applying
thereto. The provisions of this paragraph shall not be applicable
to dividends payable solely in shares of common stock to holders
of the common stock. If at any time the corporation shall fail to
pay full cumulative dividends on any shares of the preferred stock
or on any other class of stock ranking superior to or in parity
with the preferred stock, or if at any time the corporation shall
be in default under the requirements with respect to any purchase,
retirement or sinking fund or funds applicable to any series of
the preferred stock or any other class of stock ranking superior
to or in parity with the preferred stock, thereafter until such
dividends shall have been paid or declared and set apart for
payment and any other such default remedied, the corporation shall
not purchase, redeem, or otherwise acquire for consideration any
shares of any class of stock then outstanding and ranking in
parity with or junior to the preferred stock.
(4) In the event of any voluntary or involuntary liquidation
of the corporation, after payment or provision for payment of the
debts and other liabilities of the corporation, after making
provision for preferred stock superior to the preferred stock as
to payments upon liquidation and before any distribution to the
holders of the common stock or any subordinate preferred stock,
the holders of each series of the preferred stock shall be
entitled to receive out of the net assets of the corporation an
amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in the resolution providing
for the issuance of the particular series of preferred stock, plus
all dividends accumulated and unpaid on each such share of
preferred stock up to the date fixed for distribution, and no
more. If the above-stated amount payable to the holders of the
preferred stock cannot be paid in full, the holders of the shares
of preferred stock shall share ratably in any distribution of
assets in proportion to the sums which would have been paid to
them upon such distribution if all sums payable to holders of the
preferred stock and all classes of stock in parity with the
preferred stock were paid and discharged in full. For the
purposes of this paragraph, the voluntary sale, conveyance, lease,
exchange or transfer of all or substantially all the property or
assets of the corporation or a consolidation or merger of the
corporation with one or more other corporations (whether or not
the corporation is the corporation surviving such consolidation or
merger) shall not be deemed to be a voluntary or involuntary
liquidation.
(5) For purposes hereof, any class or classes of stock shall
be deemed to rank (i) superior to the preferred stock, either as
to dividends or as to distributions in liquidation, if the holders
of such class or classes shall be entitled to the receipt of
dividends or to the receipt of amounts distributable upon
liquidation of the corporation, as the case may be, in preference
or priority to the holders of the preferred stock; (ii) in parity
with the preferred stock, either as to dividends or as to
distributions in liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per
share thereof be different from those of the preferred stock, if
the holders of such class or classes of stock shall be entitled to
the receipt of dividends or to the receipt of amounts
distributable upon liquidation of the corporation, as the case may
be, in proportion to their respective dividend rates or
liquidation prices, without preference or priority one over the
other with respect to the holders of the preferred stock; and
(iii) junior to the preferred stock, either as to dividends or as
to distributions in liquidation, if the rights of the holders of
such class or classes shall be subject or subordinate to the
rights of the holders of the preferred stock in respect of receipt
of dividends (other than dividends payable in shares of common
stock) or to the receipt of amounts distributable upon liquidation
of the corporation, as the case may be.
(6) All shares of preferred stock shall be identical except
that the Board of Directors of the corporation is hereby expressly
authorized and empowered to divide the preferred stock into one or
more series, and, prior to the issuance of any of such shares in
any particular series, to fix and determine, in the manner
provided by law, the following provisions of such series:
(a) The distinctive designation of such series and the
number of shares to be included in such series;
(b) The rate of dividend, the times of payment and the
date from which the dividends shall be accumulated;
(c) Whether shares can be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(d) The amount payable upon shares in the event of
voluntary or involuntary liquidation;
(e) Purchase, retirement or sinking fund provisions, if
any, for the redemption or purchase of shares;
(f) The terms and conditions, if any, on which shares
may be converted;
(g) Whether or not shares have voting rights, and the
extent of any such voting rights, which rights may include,
without limitation, the right to vote generally with the
common stock for the election of members of the Board of
Directors and on other matters and/or the right, either
generally or upon the occurrence of specified circumstances,
to vote specially as a class for the election of one or more
members of the Board of Directors; and
(h) Any other preferences, rights, restrictions and
qualifications of shares of such class or series permitted by
law and these Articles of Incorporation.
(7) After the Board of Directors of the corporation has
established a series in accordance with the terms of applicable
law and these Articles of Incorporation, the Board of Directors
may at any time and from time to time increase or decrease the
number of shares contained in such series, but not below the
number of shares thereof then issued, by adopting a resolution
making such change.
(8) Each share of preferred stock within an individual
series shall be identical in all respects with the other shares of
such series, except as to the date, if any, from which dividends
thereon shall accumulate and other details which because of the
passage of time are required to be made in order for the
substantive rights of the holders of the shares of such series to
be identical.
D. Miscellaneous. Except as otherwise provided in these
Articles of Incorporation, and in addition to the powers conferred on
the Board of Directors by Article VI of these Articles of
Incorporation, the Board of Directors shall have authority to cause the
corporation to issue from time to time, without any vote or other
action by the stockholders, any or all shares of stock of the
corporation of any class or series at any time authorized, and any
securities convertible into or exchangeable for any such shares, and
any options, rights or warrants to purchase or acquire any such shares,
in each case to such persons and on such terms (including as a dividend
or distribution on or with respect to, or in connection with a split or
combination of, the outstanding shares of stock or the same or any
other class or series) as the Board of Directors from time to time in
its discretion lawfully may determine; provided, that the consideration
for the issuance of shares of stock of the corporation (unless issued
as such a dividend or distribution or in connection with such a split
or combination) shall not be less than the par value of such shares.
Shares so issued shall be fully-paid stock, and the holders of such
stock shall not be liable to any further calls or assessments thereon.
V.
DENIAL OF PREEMPTIVE RIGHT
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No shareholder shall have any preemptive right to subscribe for or
to purchase any shares of stock or other securities issued by the
corporation.
VI.
STOCK RIGHTS OR OPTIONS
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The corporation shall have the power to create and issue, whether
or not in connection with the issuance and sale of any of its shares or
other securities, warrants and other rights or options entitling the
holders thereof to purchase from the corporation, for such
consideration and upon such terms and conditions as may be fixed by the
Board of Directors, shares of common stock of the corporation, whether
authorized but unissued shares or treasury shares.
VII.
DEALINGS IN SHARES OF CORPORATION
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The corporation shall have the full power to purchase and
otherwise acquire, and dispose of, its own shares and securities
granted by the laws of the State of Georgia and shall have the right to
purchase its shares out of its unreserved and unrestricted capital
surplus available therefor, as well as out of its unreserved and
unrestricted earned surplus available therefor.
VIII.
DISTRIBUTIONS FROM CAPITAL SURPLUS
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Subject to the provisions of Section 22-512 of the Georgia
Business Corporation Code, the Board of Directors shall have the power
to distribute a portion of the assets of the corporation, in cash or in
property, to holders of shares of the corporation out of the capital
surplus of the corporation.
IX.
AMENDMENT OF ARTICLES OF INCORPORATION
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The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Restated Articles of
Incorporation in the manner now or hereafter prescribed by statute, and
all rights conferred upon shareholders herein are subject to this
reservation.
X.
FAIR PRICE PROVISION
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A. Business Combination Approval. In addition to any vote
otherwise required by law, these Articles of Incorporation or any
resolution of the Board of Directors pursuant to which preferred stock
is issued, and except as expressly provided in this Article X, a
Business Combination shall be (a) unanimously approved by the
Continuing Directors, provided that the Continuing Directors constitute
at least three members of the Board of Directors at the time of such
approval, or (b) recommended by at least two-thirds of the Continuing
Directors and approved by a majority of the votes entitled to be cast
by holders of Voting Shares, other than Voting Shares beneficially
owned by the Interested Shareholder who is, or whose Affiliate is, a
party to the Business Combination.
B. Exception to Approval Requirements. As used in this
paragraph B, the term "Interested Shareholder" refers to the Interested
Shareholder which is a party to, or an Affiliate of which is a party
to, the Business Combination in question. The vote required by
paragraph A of this Article X does not apply to a Business Combination
if each of the following conditions is met:
(1) Minimum Value. The aggregate amount of cash, and the
Fair Market Value as of five days before the consummation of the
Business Combination of consideration other than cash, to be
received per share by holders of any class of common shares or any
class or series of preferred shares in such Business Combination
is at least equal to the highest of the following: (a) the
highest per share price, including any brokerage commissions,
transfer taxes, and soliciting dealers' fees, paid by the
Interested Shareholder for any shares of the same class or series
acquired by it (i) within the two-year period immediately prior to
the Announcement Date, or (ii) in the transaction in which it
became an Interested Shareholder, whichever is higher; (b) the
Fair Market Value per share of such class or series as determined
on the Announcement Date and as determined on the Determination
Date, whichever is higher; or (c) in the case of shares other than
common shares, the highest preferential amount per share to which
the holders of shares of such class or series are entitled in the
event of any voluntary or involuntary liquidation, dissolution, or
winding up of the corporation; provided that this clause (c) shall
only apply if the Interested Shareholder has acquired shares of
such class or series within the two-year period immediately prior
to the Announcement Date;
(2) Form of Consideration. The consideration to be received
by holders of any class or series of outstanding shares is to be
in cash or in the same form as the Interested Shareholder has
previously paid for shares of the same class or series. If the
Interested Shareholder has paid for shares of any class or series
of shares with varying forms of consideration, the form of
consideration for such class or series of shares shall be either
cash or the form used to acquire the largest number of shares of
such class or series previously acquired by the Interested
Shareholder;
(3) Procedural Requirements. After the Interested
Shareholder has become an Interested Shareholder and prior to the
consummation of such Business Combination:
(a) Unless approved by a majority of the Continuing
Directors, there shall have been (i) no failure to declare
and pay at the regular date therefor any full periodic
dividends, whether or not cumulative, on any outstanding
preferred shares of the corporation, (ii) no reduction in the
annual rate of dividends paid on any class of common shares,
except as necessary to reflect any subdivision of the shares,
(iii) an increase in such annual rate of dividends as is
necessary to reflect any reclassification, including any
reverse share split, recapitalization, reorganization, or any
similar transaction which has the effect of reducing the
number of outstanding shares, and (iv) no increase in the
Interested Shareholder's percentage ownership of any class or
series of shares of the corporation by more than one percent
in any 12-month period;
(b) The provisions of clauses (a)(i) and (ii) of this
subparagraph (3) shall not apply if the Interested
Shareholder or an Affiliate or Associate of the Interested
Shareholder did not vote as a director of the corporation in
a manner inconsistent with clauses (a)(i) and (ii) of this
subparagraph (3) and the Interested Shareholder within ten
days after any act or failure to act inconsistent with
clauses (a)(i) and (ii) of this subparagraph (3), notified
the Board of Directors of the corporation in writing that the
Interested Shareholder disapproved thereof and requested in
good faith that the Board of Directors rectify the act or
failure to act; and
(4) Dealings Between the Corporation and an Interested
Shareholder. After the Interested Shareholder has become an
Interested Shareholder, the Interested Shareholder has not
received the benefit, directly or indirectly, except
proportionately as a stockholder, of any loans, advances,
guarantees, pledges, or other financial assistance, or any tax
credits or other tax advantages provided by the corporation or any
of its subsidiaries, whether in anticipation of or in connection
with such Business Combination or otherwise.
C. Definitions. For the purposes of this Article X:
(1) "Affiliate" means a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by,
or is under common control with, a specified person.
(2) "Announcement Date" means the date of the first general
public announcement of the proposal of the Business Combination.
(3) "Associate" when used to indicate a relationship with
any person, means (a) any corporation or organization, other than
the corporation or a subsidiary of the corporation, of which such
person is an officer, director, or partner or is the beneficial
owner of ten percent or more of any class of equity securities,
(b) any trust or other estate in which such person has a
beneficial interest of ten percent or more, or as to which such
person serves as trustee or in a similar fiduciary capacity, and
(c) any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person.
(4) "Beneficial Owner" -- a person shall be considered to be
the beneficial owner of any equity securities: (a) which such
person or any of such person's Affiliates or Associates owns,
directly or indirectly; (b) which such person or any of such
person's Affiliates or Associates, directly or indirectly, has (i)
the right to acquire, whether such right is exercisable
immediately or only after the passage of time, pursuant to any
agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any agreement,
arrangement or understanding, or (c) which are owned, directly or
indirectly, by any other person with which such person or any of
such person's Affiliates or Associates has any agreement,
arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of equity securities.
(5) "Business Combination" means:
(a) Any merger or consolidation of the corporation or
any subsidiary with (i) any Interested Shareholder or (ii)
any other corporation, whether or not itself an Interested
Shareholder, which is, or after the merger or consolidation
would be, an Affiliate of an Interested Shareholder that was
an Interested Shareholder prior to the consummation of the
transaction;
(b) Any sale, lease, transfer, or other disposition,
other than in the ordinary course of business, in one
transaction or in a series of transactions in any 12-month
period, to any Interested Shareholder or any Affiliate of any
Interested Shareholder, other than the corporation or any of
its subsidiaries, of any assets of the corporation or any
subsidiary having, measured at the time the transaction or
transactions are approved by the Board of Directors of the
corporation, an aggregate book value as of the end of the
corporation's most recently ended fiscal quarter of ten
percent or more of the net assets of the corporation as of
the end of such fiscal quarter;
(c) The issuance or transfer by the corporation, or any
subsidiary, in one transaction or a series of transactions in
any 12-month period, of any equity securities of the
corporation or any subsidiary which have an aggregate market
value of five percent or more of the total market value of
the outstanding common and preferred shares of the
corporation whose shares are being issued, to any Interested
Shareholder or any Affiliate of any Interested Shareholder,
other than the corporation or any of its subsidiaries, except
pursuant to the exercise of warrants or rights to purchase
securities offered pro rata to all holders of the
corporation's Voting Shares or any other method affording
substantially proportionate treatment to the holders of
Voting Shares;
(d) The adoption of any plan or proposal for the
liquidation or dissolution of the corporation in which
anything other than cash will be received by an Interested
Shareholder or an Affiliate of any Interested Shareholder; or
(e) Any reclassification of securities, including any
reverse stock split, or recapitalization of the corporation
or any merger or consolidation of the corporation with any of
its subsidiaries which has the effect, directly or
indirectly, in one transaction or a series of transactions in
any 12-month period, of increasing by five percent or more
the proportionate amount of the outstanding shares of any
class or series of equity securities of the corporation or
any subsidiary which is directly or indirectly beneficially
owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder.
(6) "Continuing Director" means any member of the Board of
Directors who is not an Affiliate or Associate of an Interested
Shareholder or any of its Affiliates, other than the corporation
or any of its subsidiaries, and who was a director of the
corporation prior to the Determination Date, and any successor to
such Continuing Director who is not an Affiliate or an Associate
of an Interested Shareholder or any of its Affiliates, other than
the corporation or its subsidiaries, and is recommended or elected
by a majority of all the Continuing Directors.
(7) "Control", including the terms "controlling",
"controlled by" and "under common control with" means the
possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or
otherwise, and the beneficial ownership of shares representing ten
percent or more of the votes entitled to be cast by a
corporation's Voting Shares shall create an irrebuttable
presumption of control.
(8) "Corporation" shall include, as the context indicates,
Oxford Industries, Inc., any other corporation, or any trust
merging with a corporation pursuant of Section 53-12-59 of the
Official Code of Georgia.
(9) "Determination Date" means the date on which an
Interested Shareholder first became an Interested Shareholder.
(10) "Fair Market Value" means (a) in the case of securities,
the highest closing sale price, during the period beginning with
and including the Determination Date and for twenty-nine days
prior to such date, of such a security on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934 on which such securities are listed, or, if
such securities are not listed on any such exchange, the highest
closing sale price or, if none is available, the average of the
highest bid and asked prices reported with respect to such a
security, in each case during the 30-day period referred to above,
on the National Association of Securities Dealers, Inc., Automatic
Quotation System, or any system then in use, or, if no such
quotations are available, the fair market value on the date in
question of such a security as determined in good faith at a duly
called meeting of the Board of Directors by a majority of all of
the Continuing Directors, or, if there are no Continuing
Directors, by the entire Board of Directors; and (b) in the case
of property other than securities, the fair market value of such
property on the date in question as determined in good faith at a
duly called meeting of the Board of Directors by a majority of all
of the Continuing Directors, or, if there are no Continuing
Directors, by the entire Board of Directors of the corporation.
(11) "Interested Shareholder" means any person, other than
the corporation or its subsidiaries, that (a)(i) is the Beneficial
Owner of ten percent or more of the voting power of the
outstanding voting shares of the corporation, or (ii) is an
Affiliate of the corporation and, at any time within the two-year
period immediately prior to the date in question, was the
beneficial owner of ten percent or more of the voting power of the
then outstanding Voting Shares of the corporation; and (b) for the
purpose of determining whether a person is an Interested
Shareholder, the number of Voting Shares deemed to be outstanding
shall not include any unissued Voting Shares which may be issuable
pursuant to any agreement, arrangement, or understanding or upon
exercise of conversion rights, warrants or options or otherwise.
(12) "Voting Shares" means shares entitled to vote generally
in the election of directors.
D. Inapplicability to Certain Business Combinations. The
requirements of paragraph A of this Article X shall never apply to
Business Combinations with an Interested Shareholder or its Affiliates
if, during the three-year period immediately preceding the consummation
of the Business Combination, the Interested Shareholder has not at any
time during such period (a) ceased to be an Interested Shareholder, or
(b) increased its percentage ownership of any class or series of common
or preferred shares of the corporation by more than one percent in any
12-month period.
E. Miscellaneous. A majority of Continuing Directors shall have
the power and duty to make interpretations and determinations with
respect to compliance with this Article X, and such interpretations and
determinations shall be conclusive and binding on all persons.
Compliance by an Interested Shareholder with the requirements of this
Article X shall not relieve such Interested Shareholder from any
fiduciary duty under applicable laws, including without limitation any
fiduciary duty to other stockholders or to the corporation.
F. Amendment or Repeal of this Article. Notwithstanding and in
addition to any vote required by these Articles of Incorporation, the
Bylaws of the corporation, applicable laws, or any resolution of the
Board of Directors pursuant to which preferred stock is issued, the
affirmative vote of two-thirds of the Continuing Directors and a
majority of the votes entitled to be cast by the Voting Shares of the
corporation, other than shares beneficially owned by any Interested
Shareholder and Affiliates and Associates of any Interested
Shareholder, shall be required to amend, alter, change or repeal this
Article X or to adopt any provision in the Articles or Bylaws
inconsistent with this Article X.
XI.
BOARD OF DIRECTORS
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A. Number. The Board of Directors of the corporation shall
consist of nine or more members. The number of directors shall be
fixed by the Bylaws. Such number may be increased, or decreased to no
less than nine, by amendment to the Bylaws either by the Board of
Directors or by the vote of the holders of seventy-five (75%) percent
of the corporation's outstanding capital stock entitled to vote
generally in the election of directors, voting as a single class.
B. Classes. The Board of Directors shall be divided into three
classes (not to include directors that may be elected under these
Articles of Incorporation or resolutions of the Board of Directors by
the holders of preferred stock), each class to be as nearly equal in
number as possible, designated Class I, Class II and Class III. At the
1986 Annual Meeting of Stockholders, Class I directors shall be elected
for a one-year term, Class II directors shall be elected for a two-year
term, and Class III directors shall be elected for a three-year term.
Directors shall serve until the annual meeting of stockholders held in
the year during which their terms expire and until their successors are
elected and qualified. At each annual meeting after 1986, directors
shall be elected for three-year terms to succeed those whose terms
expire at such meeting. Directors shall serve until their terms expire
and until their successors are elected and qualified, subject, however,
to prior death, resignation, retirement, disqualification or removal
from office. Any increase or decrease in the number of directors shall
be so apportioned among the classes as to make all classes as nearly
equal in number as possible. When the number of directors is increased
and any newly created directorships are filled by the Board of
Directors, there shall be no classification of the additional
directors, and such additional directors shall only serve, until the
next election of directors by the corporation's stockholder.
C. Removal of Directors. Any director may be removed from
office, with or without cause, by a vote of a majority of the total
number of members of the Board of Directors without including the
director who is the subject of the removal determination. Such
director shall not be entitled to vote with respect to his removal.
Any director or the full Board of Directors may be removed from office,
with or without cause, by the affirmative vote of the holders of
seventy-five (75%) percent of the Corporation's outstanding capital
stock entitled to vote in the election of directors, voting as a single
class.
D. Vacancies. Any vacancy in the Board of Directors resulting
from an increase in the number of directors may be filled by a majority
of directors then in office, provided a quorum is present. Any other
vacancy may be filled by a majority of directors then in office, though
less than a quorum, or by the sole remaining director, as the case may
be, or, if no director remains, by the affirmative vote of the holders
of a majority of the corporation's outstanding capital stock entitled
to vote generally in the election of directors, voting as a single
class, and any director so elected shall serve for the full unexpired
term of his predecessor.
E. Exceptions for Directors Elected by Particular Class or
Series of Capital Stock. Notwithstanding any other provision of this
Article XI, whenever the holders of any one or more classes or series
of preferred stock issued by this 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 these Articles of Incorporation applicable
thereto, and by the terms of the resolutions of the Board of Directors
pursuant to which such preferred stock is issued, and such directors so
elected shall not be divided into classes pursuant to this Article XI
unless expressly provided by such terms.
F. Special Meetings of Stockholders. Special meetings of the
corporation's stockholders may be called by the Chairman of the Board
of Directors, the President, the Board of Directors, the holders of
seventy-five (75%) percent of the corporation's outstanding capital
stock entitled to vote in the election of directors (voting as a single
class), or, in the event there are no directors, any stockholder.
G. Amendment or Repeal of this Article. Notwithstanding any
other provision of these Articles of Incorporation or the Bylaws of the
corporation, the affirmative vote of the holders of seventy-five (75%)
percent of the corporation's outstanding capital stock entitled to vote
in the election of directors, voting as a single class, shall be
required to amend, alter, change or repeal this Article XI or to adopt
any provision as part of these Articles of Incorporation or the Bylaws
of the corporation inconsistent with this Article XI.
XII.
LIMITATION OF DIRECTORS' LIABILITY
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No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of duty
of care or other duty as a director; provided, however, that this
Article shall not eliminate or limit the liability of a director (i)
for any appropriation, in violation of his duties, of any business
opportunity of the corporation; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law; (iii) for the types of liability set forth in Section 14-2-154 of
the Georgia Business Corporation Code; or (iv) for any transaction from
which the director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended after approval of this
Article by the corporation's stockholders 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
or limited to the fullest extent permitted by the Georgia Business
Corporation Code, as so amended. Neither the amendment or repeal of
this Article nor the adoption of any provision of these Articles of
Incorporation inconsistent with this Article shall eliminate or
adversely affect any right or protection of a director of the
corporation existing immediately prior to such amendment, repeal or
adoption.