Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CLAIRE'S STORES, INC.
1. Pursuant to Sections 607.1006 and 607.1007 of the Florida Statutes,
Claire's Stores, Inc., a Florida corporation (the "Corporation"), identified in
the records of the Division of Corporations, Florida Department of State, by its
file number P00000041617, hereby files these Amended and Restated Articles of
Incorporation.
2. The Corporation's present articles of incorporation, as amended and
in effect on the date of the filing of these Amended and Restated Articles of
Incorporation, are hereby deleted in their entirety and replaced by the
following, effective at the time and on the date the Amended and Restated
Articles of Incorporation are filed with the Florida Department of State, which
shall thereupon be the Corporation's articles of incorporation as in effect
until later further amended.
* * * * * * *
ARTICLE I - NAME
The name of this corporation is Claire's Stores, Inc.
ARTICLE II-PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of this corporation are:
c/o C T Corporation System
1200 South Pine Island Road
Plantation, Florida 33324.
ARTICLE III - PURPOSE
The purpose of this corporation shall be to engage in any lawful acts
or activities for which corporations may be organized under the Florida Business
Corporation Act.
ARTICLE IV - CAPITAL STOCK
The aggregate number of shares that this corporation shall have
authority to issue is One Thousand (1,000) shares of common stock, each share
having a par value of $0.001.
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ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this corporation
is:
1200 South Pine Island Road
Plantation, Florida 33324;
and the name and address of the initial registered agent of this corporation
are:
C T Corporation System
1200 South Pine Island Road
Plantation, Florida 33324.
ARTICLE VI-BY-LAWS
In furtherance and not in limitation of the powers conferred by the
laws of Florida, each of the Board of Directors and the shareholders are both
expressly authorized and empowered to make, alter, amend and repeal the By-laws
of the Corporation in any respect not inconsistent with the laws of the State of
Florida or with these Articles of Incorporation. The shareholders of the
Corporation may amend or adopt a by-law that fixes a greater quorum or voting
requirement for shareholders (or voting groups of shareholders) than is required
by law.
ARTICLE VII-INDEMNIFICATION
(1) To the fullest extent permitted by the applicable provisions of the
Florida Business Corporation Act, a director or officer of the Corporation shall
not be personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director or officer, except for
liability (a) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 607.0834 of the Florida Business Corporation Act, as the same exists or
hereafter may be amended, (d) for violation of a criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful, or
(d) for any transaction from which the director derived any improper personal
benefit. If the Florida Business Corporation Act is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors and officers, then the liability of a director or officer
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Florida Business Corporation Act, as so amended.
(2) Any repeal or modification of this Article VII by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.
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(3) (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Florida Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights that such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such 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. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Florida Business Corporation Act requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise (hereinafter
an "undertaking").
(b) Right of Indemnitee to Bring Suit. If a claim under paragraph
(a) of this Section is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the
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Florida Business Corporation Act. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Florida Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Section or otherwise shall be on the Corporation.
(c) Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Section shall not be exclusive of
any other right to which any person may have or hereafter acquire under any
statute, these Amended and Restated Articles of Incorporation, the By-laws,
agreement, vote of shareholders or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Florida Business Corporation Act.
(e) Indemnification of Agents of the Corporation. The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses, to any agent of
the Corporation to the fullest extent of the provisions of this Section with
respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.
ARTICLE VIII - AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.
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3. These Amended and Restated Articles of Incorporation were approved
and adopted by the shareholders of the Corporation effective as of May 29, 2007.
The number of votes cast for approval of the Amended and Restated Articles of
Incorporation by the shareholders of the Corporation was sufficient for
approval.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation, on behalf of the Corporation, as of the 29th
day of May, 2007.
By: /s/ Rebecca R. Orand
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Name: Rebecca R. Orand
Title: Senior Vice President
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