Exhibit 3.i.1 Amended and Restated Articles of Incorporation
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TRANSIT GROUP, INC.
Pursuant to Section 607.1007 of the Florida Business Corporation Act,
Transit Group, Inc., (the "Corporation") hereby amends and restates its Articles
of Incorporation, as they may have previously been amended or restated as set
forth below:
Article I. Name
The name of this Corporation is TRANSIT GROUP, INC. (the "Corporation").
Article II. Purpose
The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any and all lawful act or activity
for which corporations may be organized under the Florida Business Corporation
Act as now or hereinafter in force. The Corporation shall possess and exercise
all of the powers and privileges granted by the Florida Business Corporation
Act, by any other law or by these Articles, together with all such powers and
privileges incidental thereto as may be necessary or convenient to the conduct,
promotion or attainment of the purposes of the Corporation.
Article III. Share Structure
(a) This Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is
120,000,000 shares, of which 100,000,000 shares are Common Stock, $.01 par value
per share, and 20,000,000 shares are Preferred Stock, no par value per share.
The rights and preferences of all outstanding shares of Common Stock shall be
identical. The holders of outstanding shares of Common Stock shall have the
right to vote on all matters submitted to a vote of the stockholders of the
Corporation, on the basis of one vote per share of Common Stock owned.
(b) The Preferred Stock may be issued from time to time in one
or more classes and series pursuant to a resolution or resolutions providing for
such issue duly adopted by the Board of Directors (authority to do so being
hereby expressly vested in the Board of Directors), and such resolution or
resolutions shall also set forth the voting powers, full or limited or none, of
each such class and/or series of Preferred Stock and shall fix the preferences,
limitations and relative rights thereof. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued class or series of
Preferred Stock and to fix the number of shares of any class or series of
Preferred Stock and the designation of any such class or series of Preferred
Stock to the fullest extent permitted by the Florida Business Corporation Act.
The Board of Directors, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any class or series, may increase or decrease (but not
below the number of shares in any such series then outstanding) the number of
shares thereof subsequent to the issue of shares of that series.
Article IV. Duration
The Corporation shall have perpetual existence.
Article V. Board of Directors
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, which shall exercise all
powers conferred under the laws of the State of Florida. The number of directors
shall be determined in accordance with the Bylaws of the Corporation. The
election of directors of the Corporation may, but need not, be by ballot.
Article VI. Liability of Directors
To the fullest extent permitted by the Florida Business
Corporation Act, as the same now exists or may hereafter be amended in a manner
more favorable to directors, a director of the Corporation shall not be
personally liable to the Corporation, its stockholders or any other person for
monetary damages for breach of fiduciary duty as a director. If the law of the
State of Florida is amended after the filing of these Articles to authorize
corporate action further limiting or eliminating the personal liability of
directors of the Corporation, then the liability of directors to the Corporation
or its stockholders shall be limited or eliminated to the fullest extent
permitted by law of the State of Florida, as so amended from time to time. Any
repeal or modification of the provisions of this Article VI, either directly or
by the adoption of an inconsistent provision of these Articles, shall be
prospective only and shall not adversely affect any right or protection set
forth herein existing in favor of a particular individual at the time of such
repeal or modification.
Article VII. Indemnification
(a) The Corporation shall indemnify, and upon request shall
advance expenses (including attorneys' fees), in the manner and to the fullest
extent permitted by law, to any officer or director of the Corporation (or the
estate of any such person) who was or is a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan (an "indemnitee"), if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interest of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. To the fullest extent permitted by law, the
indemnification and advances provided for herein shall include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the indemnitee. The indemnification provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person for any such expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement to the fullest extent permitted by law,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
(b) Notwithstanding any provision of this Article VII to the
contrary, the Corporation shall indemnify any indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
(c) Neither any amendment nor repeal of this Article VII, nor
the adoption of any provision of this Corporation's Articles of Incorporation
inconsistent with this Article VII, shall eliminate or reduce the effect of this
Article VII, with respect to any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VII, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
Article VIII. Bylaws
The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal bylaws of the Corporation.
Article IX. Corporate Books
The books of the Corporation may be kept (subject to any
provision of law) outside the State of Florida at such place or places as may be
designated from time to time by the Board of Directors or in the bylaws of the
Corporation.
Article X. Stockholder Proposals
Advance notice of new business to be brought before any
meeting of the stockholders and stockholder nominations for the election of
directors shall be given in the manner and to the extent provided in the Bylaws
of the Corporation.
IN WITNESS WHEREOF, the undersigned has duly executed these Amended and Restated
Articles of Incorporation on the ______ day of ________, 1999.
TRANSIT GROUP, INC.
ATTEST: BY: ____________________________________
Philip A. Belyew, Chief Executive Officer
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Wayne N. Nellums, Secretary