Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
[Filed October 31, 1978]
We, the undersigned natural persons of the age of twenty-one years
or more, acting as incorporators of a corporation under the Mississippi
Business Corporation Act, adopt the following Articles of Incorporation
for such corporation:
FIRST: The name of the corporation is SANDERSON FARMS, INC.
SECOND: The period of its duration is 99 years.
THIRD: The specific purpose or purposes for which the
corporation is organized stated in general terms are:
1. To purchase, own, and hold the stock of other corporations,
and to do every act and thing attendant to the ownership of
such stock and to direct the operations of other
corporations through the ownership of the stock therein;
2. To serve in an advisory, managerial, and consultative
capacity to corporations, associations, partnerships,
individuals, and others, and to establish and maintain
departments and laboratories, if necessary, for industrial,
financial, statistical, inventory, and other research work,
and to engage generally in the business of providing,
promoting, and establishing systems, methods, and controls
for industrial and managerial efficiency and operations.
3. To investigate systems, methods, and controls of
manufacturing, plant operations, packing, storing, shipping,
marketing, inventories, accounting, and other operations
integral to any and all types of businesses and to make
recommendations, revise, adapt, modernize, and establish
economies to effect industrial and managerial efficiency and
in connection therewith to take over the entire operation
and business of any type of industry or other forms of
endeavor and to do all such things and to perform all such
services as may be necessary to carry out the foregoing
purposes.
4. To devise, develop, create, inaugurate, and contract for the
establishment, installation, and sale and rental of systems,
methods, and controls for efficient operation and management
of industrial manufacturing, mercantile, commercial,
agricultural, or other business concerns, firms,
partnerships, associations, and corporations and to provide,
make available, and furnish maintenance and supervision and
to train and instruct individuals in the operation,
installation, and maintenance of such systems, methods and
controls.
5. To provide computer services to corporations, associations,
partnerships, individuals, and others and to establish
programs necessary for the proper operation and functioning
of such services.
6. So far as authorized by the law under which this certificate
is drawn: to examine and inspect the books and accounts of
others, to devise and install financial, checking,
correspondence, filing, and other office and business
systems; to take inventories; to make appraisals; to compile
statistics as an aid to the officers of the corporations and
other persons in the making of reports and statements; to do
all such things and perform or supply all such services as
are commonly done, performed, or supplied by business
management experts; and to warrant the accuracy of the work
done or services performed by it.
7. To do all the things necessary, convenient or desirable for
the accomplishment of any of the purposes or the attainment
of any of the objectives herein set forth and to do all
things incidental thereto which are not prohibited by law.
It is the intention that the objects and purposes specified in the
foregoing clauses of this Article Third shall also be construed as
powers and that the forgoing enumeration of specific objects, purposes,
and powers, shall not be held to limit or restrict in any manner the
powers of the corporation but shall be in furtherance of and in addition
to, and not in limitation of, the general powers conferred by the laws
of the State of Mississippi under the Mississippi Business Corporation
Act.
It is also the intention that except as otherwise expressed herein
the objects, purposes, and powers specified in any of the foregoing
clauses shall not in anywise be limited or restricted by reference to or
inference from the terms of any other clause of this certificate, and
that the objects, purposes, and powers specified in each of the clauses
of this Article Third shall be regarded as independent objects,
purposes, and powers.
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is Three Million (3,000,000) of the par
value of One Dollar ($1.00) each.
FIFTH: The corporation will not commence business until
consideration of the value of at least $1,000 has been received for the
issuance of shares.
SIXTH: The post office address of its initial registered
office is 208 Beacon Street, Laurel, Mississippi, 39440, and the name of
its initial registered agent at such address is JOE FRANK SANDERSON.
SEVENTH: The number of directors constituting the initial board
of directors of the corporation, which must be not less than three (3),
is six and the names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
NAME STREET AND POST OFFICE ADDRESS
D. R. Sanderson, Sr. 208 Beacon Street, Laurel, Mississippi 39440
Joe Frank Sanderson 208 Beacon Street, Laurel, Mississippi 39440
D. R. Sanderson, Jr. 208 Beacon Street, Laurel, Mississippi 39440
J. Odell Johnson 208 Beacon Street, Laurel, Mississippi 39440
Wyatt J. Davis, Jr. 208 Beacon Street, Laurel, Mississippi 39440
Thomas R. Ward Broadmoor Mart, Meridian, Mississippi 39301
EIGHTH: The name and post office address of each incorporator
is:
NAME STREET AND POST OFFICE ADDRESS
Joe Frank Sanderson 208 Beacon Street, Laurel, Mississippi 39440
Wyatt J. Davis, Jr. 208 Beacon Street, Laurel, Mississippi 39440
Dated October 19, 1978.
/s/ Joe Frank Sanderson
JOE FRANK SANDERSON
/s/ Wyatt J. Davis, Jr.
WYATT J. DAVIS, JR.
ACKNOWLEDGMENT
STATE OF MISSISSIPPI
COUNTY OF JONES
This day personally appeared before me, the undersigned authority,
JOE FRANK SANDERSON and WYATT J. DAVIS, Incorporators of the corporation
known as the SANDERSON FARMS, INC., who acknowledged that they signed
and executed the above and foregoing Articles of Incorporation as their
act and deed on this the 19th day of October, 1978.
/s/ Barbara C. Robinson
NOTARY PUBLIC
My Commission Expires:
September 22, 1981
(NOTARIAL SEAL)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
[Filed March 23, 1987]
Pursuant to the provisions of Section 61 of the Mississippi
Business Corporation Act, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of this corporation is SANDERSON FARMS, INC.
SECOND: The following amendment of the Articles of
Incorporation was adopted by the shareholders of the corporation on
March 23, 1987, in the manner prescribed by the Mississippi Business
Corporation Act:
Present Article FOURTH is hereby deleted in its entirety and
new Article FOURTH is inserted to read:
FOURTH:
Section 1. The aggregate number of shares which the
corporation is authorized to issue is thirty million (30,000,000),
divided into two classes. The designation of each class, the
number of shares of each class and the par value, if any, of the
shares of each class, or a statement that the shares of any class
are without par value, are as follows:
PAR VALUE PER
SHARE OR STATEMENT
NUMBER OF SERIES THAT SHARES ARE
SHARES CLASS (IF ANY) WITHOUT PAR VALUE
25,000,000 Common None $1.00
5,000,000 Preferred To be fixed and $1.00
determined by
Board of Directors
upon issuance
Section 2. The shares of preferred stock authorized by
these Articles of Incorporation shall have no voting rights except
as may otherwise be required by applicable law.
Section 3. The Board of Directors of the corporation shall
have the authority to establish one or more series of the
preferred stock authorized by these Articles of Incorporation and
to fix, with respect to each such series; the rate of dividend;
whether shares may be redeemed and, if so, the redemption price
and the terms and conditions of redemption; the amount payable
upon shares in the event of voluntary or involuntary liquidation;
sinking fund provisions, if any, for the redemption or purchase of
shares; and the terms and conditions, if any, on which shares may
be converted.
Section 4. No amendment to the Articles of Incorporation of
the corporation that would have the effect of reducing the number
of authorized shares of Common Stock or Preferred Stock or would
reduce the authority of the Board of Directors to fix terms or
conditions relating to any series of Preferred Stock, or would
have the effect of modifying the terms or conditions relating to
any series of Preferred Stock, once established by the Board of
Directors, shall be adopted unless such amendment shall receive
the affirmative vote of at least 75% of the total number of shares
of Common Stock outstanding; provided that this Section 4 shall
not apply to, and such 75% vote shall not be required for, any
such amendment recommended to the stockholders by the vote of at
least two-thirds of the full Board of Directors of the corporation
at a time when no person, corporation or other entity, either
singly or together with its affiliates and associates (as such
terms are defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934), other than
the Sanderson Family (as defined hereinbelow), is the beneficial
owner, directly or indirectly, of more than 25% of the outstanding
shares of stock of the corporation entitled to vote in elections
of directors. For purposes hereof, the Sanderson Family means
the children and grandchildren of D. R. Sanderson and Wilma W.
Sanderson and the spouses of such children, but not the spouses of
such grandchildren.
THIRD: The number of shares of the corporation outstanding at
the time of such adoption was 1,205,061; and the number of shares
entitled to vote thereon was 1,205,061.
FOURTH: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
NONE
FIFTH: The number of shares voted for such amendment was
1,151,347; and the number of shares voted against such amendment was
zero.
SIXTH: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment, respectively,
was:
NONE
SEVENTH: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued shares
provided for in the amendment shall be effected, is as follows:
NO CHANGE
EIGHTH: The manner in which such amendment effects a change in
the amount of stated capital, and the amount of stated capital
(expressed in dollars) as changed by such amendment, are as follows:
NO CHANGE
Dated: March 23, 1987.
SANDERSON FARMS, INC.
BY:/s/ J. Odell Johnson
Its President
BY:/s/ Wyatt J. Davis, Jr.
Its Secretary
STATE OF MISSISSIPPI
COUNTY OF JONES
I, Peggy Y. McKee, a notary public, do hereby certify that on this
23 day of March, 1987, personally appeared before me J. ODELL JOHNSON,
who, being by me first duly sworn, declared that he is the President of
SANDERSON FARMS, INC., that he executed the foregoing document as
President of the Corporation, and that the statements therein contained
are true.
/s/ Peggy Y. McKee
NOTARY PUBLIC
My Commission Expires:
April 23, 1989
ARTICLES OF AMENDMENT [Filed April 21, 1989]
(Attach conformed copy.)
Profit Nonprofit
(Mark appropriate box)
The undersigned corporation, pursuant to Section 79-4-10.06 (if a
profit corporation) or Section 79-11-305 (if a nonprofit corporation) of
the Mississippi Code of 1972, hereby executes the following document and
sets forth:
1. The name of the corporation is: SANDERSON FARMS, INC.
2. Set forth the text of each amendment adopted. (Attach page.)
3. If a profit amendment provides for an exchange, reclassification,
or cancellation of issued shares, set forth the provisions for
implementing the amendment if they are not contained in the
amendment itself. (Attach page.)
4. The amendment(s) was (were) adopted: April 21, 1989
FOR PROFIT CORPORATION
(a) adopted by the incorporators X directors without
shareholder action and shareholder action was not required.
(Check appropriate box.)
FOR NONPROFIT CORPORATION
(b) adopted by board of directors incorporators without
member action and member action was not required. (Check
appropriate box.)
FOR PROFIT CORPORATIONS
5. If the amendment was approved by shareholders:
(a) The designation, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to
vote separately on the amendment, and the number of votes of
each voting group indisputably represented at the meeting
was:
No. outstanding No. of votes No. of votes
Designation shares entitled to be cast
indisputably
represented
Common 9,075,427 9,075,427
(b) Either the total number of votes cast for and against the
amendment by each voting group entitled to vote separately
on the amendment was:
Total no. of Total no. of
Voting group votes cast FOR votes cast AGAINST
_______________ _______________ _____________
_______________ _______________ _____________
or the total number of undisputed votes cast for the
amendment by each voting group was:
Total no. of undisputed
Voting group votes cast FOR the plan
Common 7,376,128
and the number cast for the amendment by each voting group
was sufficient for approval by that voting group.
FOR NONPROFIT CORPORATIONS
6. If the amendment was approved by the members:
(a) The designation, number of memberships outstanding, number
of votes entitled to be cast by each class entitled to vote
separately on the amendment, and number of votes of each
class indisputably represented at the meeting was:
No. memberships No. of votes No. of votes
Designation outstanding entitled to be cast
indisputably represented
_______________ _______________ _______________
_______________ _______________ _______________
(b) Either
(i) the total number of votes cast for and against the
amendment by each class entitled to vote separately on
the amendment was:
Total no. of Total no. of
votes cast votes cast
Voting class FOR the amendment AGAINST the
amendment
_______________ _______________ _______________
_______________ _______________ _______________
or
(ii) the total number of undisputed votes cast for the
amendment by each class was:
Total no. of
undisputed votes
cast
Voting group FOR the amendment
_______________ _______________
_______________ _______________
and the number cast for the amendment by each class was sufficient for
approval by that voting group.
BY: Joe Frank Sanderson, Chairman /s/ Joe Frank Sanderson
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
SANDERSON FARMS, INC.
(Pursuant to Section 79-4-6.02 of the
Mississippi Business Corporation Law)
Sanderson Farms, Inc., a Mississippi corporation (the
Corporation ), hereby certifies that the following resolution was
adopted by the Board of Directors of the Corporation as required by
Section 79-4-6.02 of the Business Corporation Law at a meeting duly
called and held on April 21, 1989:
RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (the Board of Directors or
the Board ) in accordance with the provisions of the Articles of
Incorporation, the Board of Directors hereby creates a series of
Preferred Stock, par value $100.00 per share (the Preferred Stock ), of
the Corporation and hereby states the designation and number of shares,
and fixes the preferences, limitations, and relative rights thereof as
follows:
Series A Junior Participating Preferred Stock:
Section 8. Designation and Amount. The shares of such series
shall be designated as Series A Junior Participating Preferred Stock
(the Series A Preferred Stock ) and the number of shares constituting
the Series A Preferred Stock shall be 500,000. Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Section 9. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the
holders of Common Stock, par value $1.00 per share (the Common Stock ),
of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash
on the first day of March, June, September and December in each year
(each such date being referred to herein as a Quarterly Dividend
Payment Date ), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the
payment thereof.
Section 10. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote for the
stockholders of the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital
stock of the Corporation have general voting rights shall vote together
as one class on all matters submitted to a vote of stockholders of the
Corporation.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
Section 11. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock except dividends paid ratably on
the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred
Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A Preferred
Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation would, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 12. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles of
Incorporation, or in any other Certificate of Designations creating a
series of Preferred Stock or any similar stock or as otherwise required
by law.
Section 13. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have received $100
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to 100 times
the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the provisio in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 14. Consolidation, Merger, etc. In case the corporation
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property,
then in any such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per
share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment
of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 15. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
Section 16. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets,
junior to all series of any other class of the Corporation s Preferred
Stock.
Section 17. Amendment. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series
A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of
Series A Preferred Stock, voting together as a single class.
IN WITNESS WHEREOF, this Certificate of Designations is executed
on behalf of the Corporation by its Chairman of the Board and attested
by its Secretary this 21st day of April, 1989.
/s/ Joe Frank Sanderson
Joe Frank Sanderson, Chairman of the Board
Attest:
/s/ Wyatt J. Davis, Jr.
Secretary
ARTICLES OF AMENDMENT [Filed April 25, 1989]
(Attach conformed copy.)
Profit Nonprofit
(Mark appropriate box)
The undersigned corporation, pursuant to Section 79-4-10.06 (if a
profit corporation) or Section 79-11-305 (if a nonprofit corporation) of
the Mississippi Code of 1972, hereby executes the following document and
sets forth:
1. The name of the corporation is: SANDERSON FARMS, INC.
2. Set forth the text of each amendment adopted. (Attach page.)
3. If a profit amendment provides for an exchange, reclassification,
or cancellation of issued shares, set forth the provisions for
implementing the amendment if they are not contained in the
amendment itself. (Attach page.)
4. The amendment(s) was (were) adopted:
April 21, 1989
FOR PROFIT CORPORATION
(a) adopted by the incorporators
directors without
shareholder action and shareholder action was not required.
(Check appropriate box.)
FOR NONPROFIT CORPORATION
(b) adopted by board of directors incorporators without
member action and member action was not required. (Check
appropriate box.)
FOR PROFIT CORPORATIONS
5. If the amendment was approved by shareholders:
(a) The designation, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to
vote separately on the amendment, and the number of votes of
each voting group indisputably represented at the meeting
was:
No. outstanding No. of votes No. of votes
Designation shares entitled to be cast
indisputably
represented
_______________ _______________ _______________
(b) Either the total number of votes cast for and against the
amendment by each voting group entitled to vote separately
on the amendment was:
Total no. of Total no. of
Voting group votes cast FOR votes cast
AGAINST
_______________ _______________ _______________
_______________ ______________ _______________
or the total number of undisputed votes cast for the
amendment by each voting group was:
Total no. of undisputed
Voting group votes cast FOR the plan
_______________ _______________
_______________ _______________
and the number cast for the amendment by each voting group
was sufficient for approval by that voting group.
FOR NONPROFIT CORPORATIONS
6. If the amendment was approved by the members:
(a) The designation, number of memberships outstanding, number
of votes entitled to be cast by each class entitled to vote
separately on the amendment, and number of votes of each
class indisputably represented at the meeting was:
No. memberships No. of votes No. of votes
Designation outstanding entitled to be cast
indisputably represented
_______________ _______________ _______________
_______________ _______________ _______________
(b) Either
(i) the total number of votes cast for and against the
amendment by each class entitled to vote separately on
the amendment was:
Total no. of Total no. of
votes cast votes cast
Voting class FOR the amendment AGAINST the
amendment
_______________ _______________ _______________
_______________ _______________ _______________
or
(ii) the total number of undisputed votes cast for the
amendment by each class was:
Total no. of
undisputed votes
cast
Voting group FOR the amendment
_______________ _______________
_______________ _______________
and the number cast for the amendment by each class was sufficient for
approval by that voting group.
BY: Joe Frank Sanderson, Chairman /s/ Joe Frank Sanderson
AMENDMENTS TO THE
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
Pursuant to the provisions of Section 10.06 of the Mississippi
Business Corporation Act, the undersigned corporation hereby amends its
Articles of Incorporation as follows:
18. Present Article SECOND is hereby deleted in its
entirety and new Article SECOND is inserted to read:
SECOND: The period of its duration is perpetual.
19. Present Article FOURTH is hereby deleted in its
entirety and new Article FOURTH is inserted to read:
FOURTH:
Section 1. The aggregate number of shares which the
corporation is authorized to issue is one hundred five million
(105,000,000), divided into two classes. The designation of each
class, the number of shares of each class and the par value, if
any, of the shares of each class, or a statement that the shares
of any class are without par value, are as follows:
PAR VALUE PER
SHARE OR STATEMENT
NUMBER OF SERIES THAT SHARES ARE
SHARES CLASS (IF ANY) WITHOUT PAR VALUE
100,000,000 Common None $1.00
5,000,000 Preferred To be determined To be determined
by the Board of by the Board of
Directors before Directors before
issuance issuance
Section 2. The Board of Directors of the corporation shall
have the authority to establish one or more series of the
Preferred Stock authorized by these Articles of Incorporation and
to determine, in whole or in part, the preferences, limitations
and relative rights (within the limits set forth in Section 79-4-
6.01, Mississippi Code 1972, as amended) of (a) the Preferred
Stock before the issuance thereof, or (b) one or more series of
the Preferred Stock before the issuance of any shares of that
series.
Section 3. No amendment to the Articles of Incorporation of
the corporation that would have the effect of reducing the number
of authorized shares of Common Stock or Preferred Stock or would
reduce the authority of the Board of Directors to fix terms or
conditions relating to any series of Preferred Stock, or would
have the effect of modifying the terms or conditions relating to
any series of Preferred Stock, once established by the Board of
Directors, shall be adopted unless such amendment shall receive
the affirmative vote of at least 75% of the total number of shares
of Common Stock outstanding (in addition to and not in lieu of,
any other vote required under the Mississippi Business Corporation
Act); provided that this Section 3 shall not apply to, and such
75% vote shall not be required for, any such amendment recommended
to the stockholders in advance of adoption by the vote of at least
two-thirds of the full Board of Directors of the corporation at a
time when no person, corporation or other entity beneficially owns
(for which purpose the definition of beneficial ownership set
forth in Article NINTH on the date on which this Article FOURTH
becomes effective (without regard to any amendments to Article
NINTH, unless specifically incorporated into this Article FOURTH)
shall apply, but without regard to Paragraph 4 of Section B
thereof) 20% or more of the outstanding shares of Common Stock of
the corporation or 20% or more of the total voting power of the
corporation entitled to vote with respect to such amendment.
20. Present Articles SEVENTH is hereby deleted in its entirety
and new Article SEVENTH is inserted to read:
SEVENTH:
Section 1. The number of directors constituting the Board
of Directors shall be fixed by the Board of Directors in the By-
laws and may be changed by it from time to time.
Section 2. The terms of directors of the corporation shall
be staggered by dividing the total number of directors into three
classes, with each class containing one-third, or as close to one-
third as possible, of the total. With respect to directors who
are elected at the first annual stockholders meeting where a
classified Board of Directors is elected, the terms of directors
in the first class shall expire at the first annual stockholders
meeting after their election, the terms of the second class shall
expire at the second annual stockholders meeting after their
election, and the terms of the third class shall expire at the
third annual stockholders meeting after their election. At each
annual stockholders meeting held after such first meeting,
directors shall be chosen for a term of three years to succeed
those whose terms expire.
Section 3. Directors shall be elected at each annual
meeting or at any special meeting of stockholders called for that
purpose by the affirmative vote of a majority, and not a
plurality, of the shares entitled to vote and represented, in
person or by proxy, at such meeting at which a quorum is present.
There shall be no cumulative voting.
Section 4. No amendment to this Article SEVENTH shall have
the effect of shortening any term of office that commenced prior
to the adoption of such amendment, unless such amendment
specifically provides that it has that effect and is recommended
to the stockholders in advance of adoption by the vote of at least
two-thirds of the full Board of Directors of the corporation at a
time when no person, corporation or other entity beneficially owns
(for which purpose the definition of beneficial ownership set
forth in Article NINTH on the date on which this Article SEVENTH
becomes effective (without regard to any amendments to Article
NINTH, unless specifically incorporated into this Article SEVENTH)
shall apply, but without regard to paragraph 4 of Section B
thereof) 20% or more of the outstanding shares of Common Stock of
the corporation or 20% or more of the total voting power of the
corporation entitled to vote with respect to such amendment.
21. New Article NINTH is hereby added to read:
NINTH: The provisions of the Mississippi Shareholder
Protection Act, Sections 79-25-1 through 79-25-9, Mississippi Code
1972 Annotated (the Act ), without regard to any future amendments
thereto but with the modifications set forth below, shall apply to
this corporation as if the corporation was a Corporation as
defined in the Act. The following modifications shall apply:
A. The 80% vote required by Section 79-25-5(a) of the Act
shall not apply, and the only vote required by this Article NINTH
shall be the two-thirds vote required by Section 79-25-5(b).
B. The term Beneficial Owner is defined as follows for
all purposes of this Article NINTH rather than as it is defined in
Section 79-25-3(d) of the Act.
1. Beneficial Owner , when used with respect to any
voting stock, means any person (i) that, individually or
with any of its affiliates or associates, beneficially owns
voting stock, directly or indirectly; or (ii) that,
individually or with any of its affiliates or associates,
has: (A) the right to acquire voting stock (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;
provided, however, that a person shall not be deemed the
Beneficial Owner of, or to beneficially own, voting stock
tendered pursuant to a tender or exchange offer made by or
on behalf of such person or any of such person s Affiliates
or Associates until such tendered voting stock is accepted
for purchase or exchange; or (B) the right to vote voting
stock pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be
deemed the Beneficial Owner of, or to beneficially own, any
voting stock if the agreement, arrangement or understanding
to vote such stock (1) arises solely from a revocable proxy
or consent given to such person in response to a public
proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations
promulgated under the Securities Exchange Act of 1934, as
amended, and (2) is not also then reportable on Schedule 13D
under that Act (or any comparable or successor report); or
(iii) that has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting, exercising
investment power over, or disposing of voting stock with any
other person that beneficially owns, or whose affiliates or
associates beneficially own, directly or indirectly, such
shares of voting stock.
2. Notwithstanding anything in this definition of
beneficial ownership to the contrary, the phrase then
outstanding, when used with reference to a person s
beneficial ownership of voting stock of the corporation,
shall mean the number of such voting stock not then actually
issued and outstanding which such person would be deemed to
own beneficially hereunder.
3. Further notwithstanding the foregoing, in
determining as of any particular time whether any member of
the Sanderson Family (as such term is defined in paragraph 5
hereof) beneficially owns voting stock of the corporation,
such member shall not be considered to be the beneficial
owner of any share that constitutes a Family Share (as
herein defined) at that time, even if such share would, in
the absence of this paragraph, be deemed to be beneficially
owned by such member. A Family Share is a share that meets
the description set forth in any of clauses (i) through (iv)
below and that, at the time as of which a determination of
beneficial ownership is to be made, continues to be a Family
Share pursuant to the provisions that follow those clauses.
A share is initially a Family Share if: (i) on the date
this Article NINTH becomes effective ( Effective Date ), all
or substantially all of the economic benefit of owning such
share is enjoyed by one or more members of the Sanderson
Family; or (ii) such share is distributed after the
Effective Date with respect to a share that is a Family
Share on the date of such distribution, in connection with
any stock dividend, stock split, recapitalization or similar
transaction affecting all shares of the same class or series
as the share with respect to which such distributed share is
distributed; or (iii) such share is issued after the
Effective Date upon exercise of any warrant, right or option
that is distributed with respect to a share that is a Family
Share on the date of such distribution, provided that such
distribution is made to all holders of shares of the same
class or series as the share with respect to which such
warrant, right or option is distributed, and further
provided that at all times after such distribution of such
warrant, right or option through the date of issuance of the
share all or substantially all of the economic benefit of
ownership of such warrant, right or option continues to be
enjoyed, without interruption, by any one or more members of
the Sanderson Family (regardless of any transfer of economic
enjoyment from any such member to any other such member); or
(iv) all or substantially all of the economic benefit of
ownership of such share is acquired at any time by a member
of the Sanderson Family pursuant to the Employee Stock
Ownership Plan and Trust Agreement of Sanderson Farms, Inc.
and Affiliates (the ESOP ) or pursuant to any employee
benefit plan of the Company approved by the Board of
Directors, and which is available without discrimination
either to all employees or all key employees of the
corporation. A share that is a Family Share initially, in
accordance with the preceding sentence, continues to be a
Family Share thereafter only for so long as all or
substantially all of the economic benefit of ownership
continues, without interruption, to be enjoyed by any one or
more members of the Sanderson Family (regardless of any
transfer of economic benefit from any such member to any
other such member). A share ceases to be a Family Share if
all or substantially all of the economic benefit of
ownership is transferred to, or becomes held by, a person
who or which is not a member of the Sanderson Family. Once
a share ceases to be a Family Share it does not thereafter
become a Family Share even if the economic benefit of its
ownership is reacquired by a member of the Sanderson Family,
unless such reacquisition is pursuant to a distribution or
exercise of the type described in clause (ii) or (iii)
above, or is from the ESOP or any employee benefit plan of
the type described in clause (iv) above. For all purposes
of determining whether a share is or remains a Family Share,
shares shall not be considered to be fungible. The economic
benefit of ownership of a share is deemed to be enjoyed by
the person or persons who are the principal beneficiaries of
dividends and other distributions made with respect to such
share and of the proceeds of any sale of such share. The
beneficiary of a trust, and not the trustee, enjoys the
economic benefit of a share owned by the trust. Similarly,
the participant in any employee benefit plan that owns a
share allocated to that participant, and not the trustee or
plan administrator, enjoys the economic benefit of ownership
of that share. The economic benefit of a share held by a
corporation is enjoyed by that corporation and not by its
shareholders.
4. Solely for the purposes of this Article NINTH,
notwithstanding the foregoing, all shares which would, but
for the special provisions set forth in paragraph 3 hereof,
be deemed to be beneficially owned by such member of the
Sanderson Family (without regard to manner or time of
acquisition) shall be deemed beneficially owned by such
member (i) for purposes of receiving payment for shares held
by such member from an Interested Shareholder in a business
combination pursuant to the terms of the Act; or (ii) after
such time as such member is, in accordance with the above
rules for determining beneficial ownership, deemed to be an
Interested Shareholder pursuant to the Act and this Article
NINTH.
5. Voting stock that, pursuant to the foregoing, is
not deemed beneficially owned by a member of the Sanderson
Family shall nevertheless be considered to be outstanding
shares for purposes of calculating beneficial ownership
percentages by such member of shares that are deemed
beneficially owned by such member, and for purposes of
calculating beneficial ownership of other persons. For
purposes of this Article NINTH, Sanderson Family shall mean
the children and grandchildren of D. R. Sanderson and Wilma
W. Sanderson and the spouses of such children, but not the
spouses of such grandchildren and shall also mean the estate
of any of the foregoing persons.
C. The supermajority vote required by the Act shall not
apply to a business combination which has been approved by at
least two-thirds of the Continuing Directors, and not by 80% of
the Continuing Directors as provided in Section 79-25-7(c) of the
Act.
D. No amendment to this Article NINTH shall apply to any
Business Combination with an Interested Shareholder who was an
Interested Shareholder either on the date on which such amendment
is proposed by the Board of Directors, or on the date on which
such amendment is approved by the stockholders, unless such
amendment (i) shall have been recommended to the stockholders in
advance of adoption by the vote of at least two-thirds of the full
Board of Directors of the corporation at a time when no person,
corporation or other entity beneficially owns 20% or more of the
outstanding shares of Common Stock of the corporation or 20% or
more of the total voting power of the corporation entitled to vote
with respect to such amendment, or (ii) is approved by at least
two-thirds of the Continuing Directors.
22. New Article TENTH is hereby added to read:
TENTH: Any amendment to Articles SEVENTH, NINTH, TENTH,
TWELFTH or THIRTEENTH of these Articles of Incorporation shall
require the affirmative vote of at least two-thirds of the total
number of shares of Common Stock outstanding (in addition to, and
not in lieu of, any other vote required under the Mississippi
Business Corporation Act); provided that such two-thirds vote
shall not be required for any such amendment which is recommended
to the stockholders in advance of adoption by the vote of at least
two-thirds of the full Board of Directors of the corporation at a
time when no person, corporation or other entity beneficially owns
(for which purpose the definition of beneficial ownership set
forth in Article NINTH on the date on which this Article TENTH
becomes effective (without regard to any amendments to Article
NINTH, unless specifically incorporated into this Article TENTH)
shall apply, but without regard to paragraph 4 of Section B
thereof) 20 % or more of the outstanding shares of Common Stock of
the corporation or 20% or more of the total voting power of the
corporation entitled to vote with respect to such amendment.
23. New Article ELEVENTH is hereby added to read:
ELEVENTH: The Board of Directors is authorized to adopt,
and amend from time to time, a By-law that increases, over the
percentage otherwise required by the Mississippi Business
Corporation Act, the percentage ownership of all of the votes
entitled to be cast on the issue to be considered at a special
meeting that is necessary to call a special meeting of
stockholders, and the percentage set forth in such By-law shall be
deemed to be set forth herein.
24. New Article TWELFTH is hereby added to read:
TWELFTH: Any merger, consolidation, share exchange,
combination of shares, sale of substantially all of the
corporation s assets other than in the regular course of business
or adoption of a plan of dissolution of the corporation shall
require the affirmative vote of at least two-thirds of the total
Common Stock outstanding and the affirmative vote of at least two-
thirds of all of the votes entitled to be cast on such transaction
by each voting group entitled to vote separately thereon.
25. New Article THIRTEENTH is hereby added to read:
THIRTEENTH: Any director of the corporation elected or
appointed by the stockholders of the corporation or by its Board
of Directors may be removed only by the vote of not less than two-
thirds of the total outstanding Common Stock. Any vacancy on the
Board of Directors resulting from the removal of a director as
provided in this Article THIRTEENTH shall be filled by the
stockholders; provided that, if the stockholders fail to fill any
such vacancy within 90 days of the date that the director was
removed, then the Board of Directors may fill such vacancy. No
amendment hereto shall apply during any term of office that
commenced prior to such amendment, unless such amendment
specifically provides that it shall apply during any such term of
office and is recommended to the stockholders in advance of
adoption by the vote of at least two-thirds of the full Board of
Directors of the corporation at a time when no person, corporation
or other entity beneficially owns (for which purpose the
definition of beneficial ownership set forth in Article NINTH on
the date on which this Article THIRTEENTH becomes effective
(without regard to any amendments to Article NINTH, unless
specifically incorporated into this Article THIRTEENTH) shall
apply, but without regard to paragraph 4 of Section B thereof)
20% or more of the outstanding shares of Common Stock of the
corporation or 20% or more of the total voting power of the
corporation entitled to vote with respect to such amendment.
Notwithstanding the foregoing, this Article THIRTEENTH shall not
apply to any Director elected by any class (other than Common
Stock) or series which may be or become entitled to elect a
director voting as a separate class or series, and the removal of
such a director shall be governed by the provisions relating to
that class or series.
Dated: April 21, 1989.
SANDERSON FARMS, INC.
BY:/s/ Joe Frank Sanderson
CHAIRMAN
BY:/s/ Wyatt J. Davis, Jr.
SECRETARY
ARTICLES OF
AMENDMENT [Filed February 21, 1992]
(Attach conformed copy.)
Profit Nonprofit
(Mark appropriate box)
The undersigned corporation, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby executes the following document and sets
forth:
1. The name of the corporation is: SANDERSON FARMS, INC.
2. Set forth the text of each amendment adopted. (Attach page.)
3. If a profit amendment provides for an exchange, reclassification, or
cancellation of issued shares, set forth the provisions for implementing
the amendment if they are not contained in the amendment itself.
(Attach page.)
4. The amendment(s) was (were) adopted: February 20, 1992
FOR PROFIT CORPORATION
(a) adopted by the incorporators directors without shareholder
action and shareholder action was not required. (Check
appropriate box.)
FOR NONPROFIT CORPORATION
(b) adopted by board of directors incorporators without member
action and member action was not required. (Check appropriate
box.)
FOR PROFIT CORPORATIONS
5. If the amendment was approved by shareholders:
(a) The designation, number of outstanding shares, number of votes
entitled to be cast by each voting group entitled to vote
separately on the amendment, and the number of votes of each
voting group indisputably represented at the meeting was:
No. No. NO.
outstanding of votes of votes
Designation shares entitled to be cast indisputably
represented
Common 9,075,427 9,075,427 8,253,920
(b) Either the total number of votes cast for and against the
amendment by each voting group entitled to vote separately on the
amendment was:
Total no. of Total no. of
Voting group votes cast FOR votes cast AGAINST
_______________ _______________ _______________
_______________ _______________ _______________
or the total number of undisputed votes cast for the amendment by
each voting group was:
Total no. of undisputed
Voting group votes cast FOR the plan
Common 8,113,760
and the number cast for the amendment by each voting group was
sufficient for approval by that voting group.
FOR NONPROFIT CORPORATIONS
6. If the amendment was approved by the members:
(a) The designation, number of memberships outstanding, number of
votes entitled to be cast by each class entitled to vote
separately on the amendment, and number of votes of each class
indisputably represented at the meeting was:
No. memberships No. of votes No. of votes
Designation outstanding entitled to be cast
indisputably represented
_______________ _______________ _______________
_______________ _______________ _______________
(b) Either
(i) the total number of votes cast for and against the amendment
by each class entitled to vote separately on the amendment
was:
Total no. of votes cast Total no. of votes cast
Voting class FOR the amendment AGAINST the amendment
_______________ _______________ _______________
_______________ _______________ _______________
or
(ii) the total number of undisputed votes cast for the amendment
by each class was:
Total no. of
undisputed votes cast
Voting group FOR the amendment
_______________ _______________
_______________ _______________
and the number cast for the amendment by each class was sufficient for
approval by that voting
group.
BY: Joe F. Sanderson, Jr., President /s/ Joe F. Sanderson, Jr.
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
Pursuant to Section 79-4-10.06 of the Mississippi Code of 1972, as
amended, more commonly referred to as Section 10.06 of the Mississippi
Business Corporation Act, the undersigned corporation hereby amends its
Articles of Incorporation as follows:
26. New Article FOURTEENTH is added to read:
FOURTEENTH:
A director of the corporation shall not be liable to
the corporation or its shareholders for money damages for
any action, or any failure to take any action, as a
director, except for: (a) the amount of a financial benefit
received by a director to which he is not entitled; (b) an
intentional infliction of harm on the corporation or the
shareholders; (c) a violation of Section 79-4-8.33 of the
Mississippi Code of 1972, as amended, more commonly referred
to as Section 8.33 of the Mississippi Business Corporation
Act, as presently in effect or as amended thereafter,
pertaining to liability for unlawful distributions; or (d)
an intentional violation of criminal law. If Mississippi law
is hereafter amended to authorize corporations to take
corporate action further limiting or eliminating the
personal liability of directors, then the liability of each
director of the corporation shall be limited or eliminated
to the full extent permitted by Mississippi law as so
amended from time to time. Neither the amendment nor repeal
of this Article, nor the adoption of any provision of these
Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article, would accrue or
arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
APPROVED BY A MAJORITY VOTE OF THE SHAREHOLDERS OF SANDERSON
FARMS, INC., ON FEBRUARY 20, 1992.
SANDERSON FARMS, INC.
BY:/s/ Joe F. Sanderson, Jr.
President
BY:/s/ Wyatt J. Davis, Jr.
Secretary
FOO12-Page 1 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
The undersigned person, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi code of 1972, hereby execute the following document and set
forth:
1. Type of Corporation
_X_Profit ___Nonprofit
2. Name of Corporation
Sanderson Farms, Inc.
3. The future effective date is
(Complete if applicable) __________
4. Set forth the text of each amendment adopted. (Attach page)
5. If an amendment for a business corporation provides for an exchange,
reclassification, or cancellation of issued shares, set forth the
provisions for implementing the amendment if they are not contained
in the amendment itself. (Attach page)
6. The amendment(s) was (were) adopted on
February 27, 1997 Date(s)
FOR PROFIT CORPORATION (Check the appropriate box)
Adopted by ____ the incorporators ____ directors without
shareholder action
and shareholder action
was not required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by ____ the incorporators ____ board of directors without
member action and member
action was not required.
FOR PROFIT CORPORATION
7. If the amendment was approved by shareholders
(a) The designation, number of outstanding shares, number of votes
entitled to be cast by each voting group entitled to vote separately
on the amendment, and the number of votes of each voting group
indisputably represented at the meeting were
Designation No. of outstanding No. of votes No. of votes
shares entitled indisputably
represented
Common 14,363,080 14,363,080 13,613,272
FOO12-Page 2 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
(b) EITHER
(i)the total number of votes cast for and against the
amendment by each voting group entitled to vote separately on
the amendment was
Voting group Total no. of votes Total no. of votes cast
cast FOR AGAINST
___________ ____________ _____________
___________ ____________ _____________
OR
(ii)the total number of undistributed votes cast for the
amendment by each voting group was
Voting group Total no. of undisputed votes cast FOR the plan
Common 13,514,813
___________ ____________
and the number of votes cast for the amendment by each voting group
was sufficient for approval by that voting group.
FOR NONPROFIT CORPORATION
8. If the amendment was approved by the members
(a) The designation, number of memberships outstanding, number of
votes entitled to be cast by each class entitled to vote separately
on the amendment, and the number of votes of each class indisputably
represented at the meeting were
Designation No. of memberships No. of votes entitled No. of votes
outstanding to be cast indisputably
represented
___________ __________ __________ __________
___________ __________ __________ __________
FOO12-Page 3 of 3 OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
ARTICLES OF AMENDMENT
(b) EITHER
(i)the total number of votes cast for and against the amendment
by each class entitled to vote separately on the amendment was
Voting class Total no. of votes Total no. of votes cast
cast FOR AGAINST
___________ ____________ _________
___________ ____________ ___________
OR
(ii)the total number of undistributed votes cast for the
amendment by each class was
Voting class Total no. of undisputed votes cast FOR the
amendment
___________ __________
___________ __________
and the number of votes cast for the amendment by each voting group
was sufficient for approval by that voting group.
By: Signature /s/Joe F. Sanderson, Jr.
Prined Name Joe F. Sanderson, Jr. Title President
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
Pursuant to Section 10.06 of the Mississippi Code of 1972, as
amended, more commonly referred to as Section 10.06 of the Mississippi Business
Corporation Act, the undersigned corporation hereby amends its Articles
of Incorporation as follows:
1. New Article FIFTEENTH is inserted to read:
"FIFTEENTH":
"The Corporation may indemnify its directors and
officers for liability (as defined in Section 79-4-
8.50(5) of the Mississippi Code of 1972, as amended)
to any person for any action taken, or any failure to
take any action, as a director or officer, as the case
may be, except liability for (a) receipt of a
financial benefit to which he is not entitled, (b) an
intentional infliction of harm on the Corporation or
its shareholders, (c) violation of Section 79-4-8.33
of the Mississippi Code of 1972, as amended, or (d) an
intentional violation of criminal law."
APPROVED BY A MAJORITY VOTE OF THE SHAREHOLDERS
OF SANDERSON FARMS, INC., ON FEBRUARY 27, 1997.
SANDERSON FARMS, INC.
BY: /s/ Joe F. Sanderson, Jr., President
JOE F. SANDERSON, JR., President
BY:/s/ James A. Grimes, Secretary
JAMES A. GRIMES, Secretary