AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KORN/FERRY INTERNATIONAL,
a California corporation
The undersigned, Windle B. Priem and Peter L. Dunn, hereby certify
that:
ONE: They are the duly elected and acting President and Secretary,
respectively, of this Corporation.
TWO: The Amended and Restated Articles of this Corporation shall be
amended and restated in their entirety to read as follows:
Article I: Name
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The name of this Corporation is: Korn/Ferry International
Article II: Purpose
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The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
Article III: Stock
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Section 1. Authorized Shares. The total number of shares of all
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classes which this Corporation shall have the authority to issue shall be
200,000,000, which shall be divided into two classes, one to be designated
"Common Stock," which shall consist of 150,000,000 authorized shares, and a
second class to be designated as "Preferred Stock," which shall consist of
50,000,000 authorized shares.
Section 2. Common Stock of the Corporation. Upon the filing in the
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Office of the Secretary of State of the State of California of these Amended and
Restated Articles of Incorporation of this Corporation, to read as stated
herein, each issued and outstanding share of Common Stock shall be,
automatically and without further action by the Board of Directors or
shareholders of the Corporation, split into 4 shares of Common Stock, and each
person at that time holding of record any issued and outstanding shares of
Common Stock shall be entitled to receive a stock certificate or certificates to
evidence and represent the aggregate shares of
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Common Stock held by such person after the exchange of each issued and
outstanding share of Common Stock for 4 shares of Common Stock described above,
and the old stock certificate or certificates previously held shall be cancelled
by the Corporation upon the effectiveness of these Amended and Restated Articles
of Incorporation. Fractional shares will not be issued in connection with such
stock split. Any holder of record of Common Stock of this Corporation which owns
after such stock split an aggregate number of shares ending in a fraction will
receive a stock certificate or certificates to evidence and represent such
aggregate number of shares rounded down to the nearest whole number of shares.
Section 3. Preferred Stock of the Company. The Preferred Stock may
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be issued in one or more series, each series to be appropriately designated by a
distinguishing number, letter or title, prior to the issue of any shares
thereof.
Section 4. Authority of Board to Issue Stock. There is hereby
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expressly granted to the Board of Directors of this Corporation authority to fix
or alter the dividend rights, dividend rate, conversion rights, voting rights,
the rights and terms of redemption (including sinking fund provisions), the
redemption price or prices and the liquidation preferences on any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series, but not below the number of shares
of such series then outstanding. In case the number of shares of any series
shall be so decreased, the shares constituting such decrease shall resume the
status which they had prior to the adoption of the resolutions originally fixing
the number of shares of such series.
Section 5. No Preemptive or Preferential Rights. No holders of
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shares of this Corporation of any class, now or hereafter authorized, shall have
any preferential or preemptive rights to subscribe for, purchase, or receive any
shares of this Corporation of any class, now or hereafter authorized, or any
options or warrants to subscribe for such shares, or any rights to subscribe
for, purchase, or receive any securities convertible to or exchangeable for such
shares, which may at any time be issued, sold or offered for sale by this
Corporation.
Article IV: Director Liability
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The liability of the directors of this Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
Article V: Indemnification of Agents
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This Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders. Such
bylaw provisions may provide for the indemnification of directors of this
Corporation for any damages
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arising from the imposition of joint and several liability upon any director
under Section 316 of the California Corporations Code.
In serving or continuing to serve this Corporation, an agent of the
corporation (as defined in Section 317 of the California Corporations Code) is
entitled to rely and shall be presumed to have relied on any rights to
indemnification granted herein or in this Corporation's bylaws, which shall be
enforceable as contract rights and continue when such agent has ceased to be an
agent and shall inure to the benefit of heirs, executors and administrators of
the agent.
Article VI: Reservation of Rights by the Corporation
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This Corporation hereby reserves the right at any time and from time
to time to amend, alter, change, or repeal any provisions contained herein, and
other provisions authorized by the laws of the state of California at the time
in force may be added or inserted, in the manner now or hereafter prescribed by
law, and all rights, preferences, and privileges of whatsoever nature conferred
upon stockholders, directors, or any other persons whomsoever by or pursuant to
these Articles of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.
* * *
THREE: The Amended and Restated Articles of Incorporation and this
certificate have been approved by the Board of Directors of this Corporation.
FOUR: The foregoing Amended and Restated Articles of Incorporation
have been duly approved by the required vote of the shareholders in accordance
with Sections 902 and 903 of the California Corporations Code. The total number
of outstanding shares of this Corporation entitled to vote is 5,615,451.88
shares of Common Stock, entitled to one (1) vote per share, 8,600 shares of
Series A Preferred Stock, entitled to one-hundred (100) votes per share, and
121,304.57 shares of Series B Preferred Stock, entitled to one (1) vote per
share. The required vote was more than 66 2/3% of the voting power of the
Corporation's outstanding shares of Common Stock, Series A Preferred Stock and
Series B Preferred Stock, voting together, more than 50% of the Corporation's
outstanding Common Stock voting as a single class, and more than 50% of the
Corporation's outstanding Series A and B Preferred Stock voting as a single
class. The number of shares of each class voting in favor of the amendment
equaled or exceeded the vote required. Subsequent to the shareholder vote, all
outstanding shares of each of Series A Preferred Stock and Series B Preferred
Stock were redeemed and no shares of either Series A or Series B Preferred Stock
remain outstanding.
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IN WITNESS HEREOF, the undersigned have executed this certificate on
February 10, 1999.
/s/ Windle B. Priem
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Windle B. Priem, President
/s/ Peter L. Dunn
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Peter L. Dunn, Secretary
The undersigned hereby certify under penalty of perjury under the laws
of the State of California that they have read the foregoing Amended and
Restated Articles of Incorporation and know the contents thereof, and that the
foregoing statements therein are true.
Dated: February 10, 1999.
/s/ Windle B. Priem
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Windle B. Priem, President
/s/ Peter L. Dunn
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Peter L. Dunn, Secretary
[SEAL APPEARS HERE]
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