EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
THE COLONEL'S INTERNATIONAL, INC.
Pursuant to the Provisions of Act 284, Public Acts of 1972,
as amended, the undersigned corporation executes the following Articles:
ARTICLE I
NAME
The name of the corporation is The Colonel's International,
Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the
State of Michigan is 620 South Platt Road, Milan, Michigan 48160. The name
of its registered agent at such address is Richard S. Schoenfeldt.
ARTICLE III
PURPOSES
The nature of the business or purpose to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Business Corporation Act of
Michigan.
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock which the Corporation
shall have authority to issue is 35,000,000 shares of Common Stock, each
with a par value of $0.01, and 5,000,000 shares of Preferred Stock, each
with a par value of $0.01. Preferred Shares may be issued in series, each
series being composed of such number of shares and having such dividend,
liquidation, voting, conversion, redemption and other rights, if any, as
the Board of Directors may determine from time to time by resolution.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator is Jeffrey
A. Chimovitz, 620 South Platt Road, Milan, Michigan 48160.
ARTICLE VI
DURATION
The Corporation is to have perpetual existence.
ARTICLE VII
BOARD OF DIRECTORS; NUMBER; CLASSIFICATION; VACANCIES
(a) The number of directors constituting the entire
Board shall be not less than five (5) nor more than fifteen (15) as fixed
from time to time by vote of a majority of the entire Board, provided,
however, that the number of directors shall not be reduced so as to shorten
the term of any director at the time in office. Each director shall be the
record owner of one or more shares of Common Stock of the Corporation.
(b) The Board of Directors shall be divided into three
classes, as nearly equal in numbers as the then total number of directors
constituting the entire Board permits with the term of office of one class
expiring each year. At the annual meeting of shareholders in June, 1995,
or the adjournment thereof, directors of the first class shall be elected
to hold office for a term expiring at the next annual meeting, directors of
the second class shall be elected to hold office for a term expiring at the
second succeeding annual meeting, and directors of the third class shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.
(c) Any vacancies in the Board or Directors for any
reason, and any directorships resulting from any increase in the number of
directors, may be filled only by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum, and
any directors so chosen shall hold office until the next election of the
class for which such directors shall have been chosen and until their
successors shall be elected and qualified. Subject to the foregoing, at
each annual meeting of shareholders the successors to the class of
directors whose term shall then expire shall be elected to hold office for
a term expiring at the third succeeding annual meeting. Notwithstanding
the foregoing, if the holders of any class or series of Preferred Stock are
entitled to elect one or more directors to the exclusion of other
shareholders, vacancies of that class or series may be filled only by
majority vote of the directors elected by that class or series then in
office, whether or not a quorum, or by the holders of that class or series.
ARTICLE VIII
BOARD AUTHORITY
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
To make, alter or repeal the Bylaws of the Corporation.
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To adopt resolutions to issue shares of Preferred
Stock, in such amounts and series, and with such dividend, liquidation,
voting, conversion, redemption and other rights as shall be set forth in
the resolution, and to execute, acknowledge, and file a certificate setting
forth a copy of such resolution(s) and the number of shares of stock of
such class or series as to which the resolution(s) apply, pursuant to
Michigan law. Upon filings, the certificate shall constitute an amendment
to these Articles of Incorporation.
To authorize and cause to be executed mortgages and
liens upon the real property of the Corporation.
To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
By a majority vote of the whole Board, to designate one
or more committees, each committee to consist of one or more directors of
the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The Bylaws may
provide that in the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. Any such committee,
to the extent provided in the resolution of the Board of Directors, or in
the Bylaws of the Corporation, shall have and may exercise all of the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the shareholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets,
recommending to the shareholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation;
and, unless the resolution or Bylaws expressly so provide, no such
committee shall have the power or authority to declare a dividend or
distribution or to authorize the issuance of stock.
When and as authorized by the shareholders in
accordance with law, to sell, lease or exchange all or substantially all of
the property and assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or securities of, any other corporation
or corporations, as its Board of Directors shall deem expedient or for the
best interest of the corporation.
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ARTICLE IX
ELECTION OF DIRECTORS; LOCATION OF MEETINGS, BOOKS, AND OFFICES
Elections of the directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide. If the Bylaws so
provide, the shareholders and directors shall have power to hold meetings,
to keep the books, documents and papers of the Corporation outside the
state of Michigan, and to have one or more offices within or without the
state of Michigan, at such places as may be from time to time designated by
the Bylaws or by resolution of the shareholders or directors, except as
otherwise required by the laws of Michigan. Notwithstanding the foregoing,
neither the directors nor the shareholders shall have power to keep the
original and duplicate stock ledger outside the state of Michigan.
ARTICLE X
REMOVAL
One or more directors may be removed by the shareholders,
with or without cause. Notwithstanding the foregoing if the holders of any
class or series of Preferred Stock are entitled to elect one or more
directors to the exclusion of the other shareholders, the directors elected
by that class or series may be removed only by the holders of that class or
series.
ARTICLE XI
CREDITOR ARRANGEMENTS
When a compromise or plan of reorganization of this
Corporation is proposed between this Corporation and its creditors or any
class of them or between this Corporation and its shareholders or any class
of them, a court of equity jurisdiction within the state, on application of
this Corporation or of a creditor or shareholder thereof, or on application
of a receiver appointed for the corporation may order a meeting of the
creditors or class of creditors or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or
reorganization to be summoned in such manner as the court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, agree
to a compromise or arrangement or a reorganization of this Corporation as
consequence of compromise or arrangement, the compromise or arrangement and
the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or
on all the shareholders or class of shareholders and also on this
Corporation.
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ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by the statutes of Michigan, and all
rights and powers conferred on directors and shareholders prescribed herein
are subject to this reservation; provided, however, that this Article XII, as
well as the following provisions of these Articles of Incorporation, may not
be amended, altered, changed or repealed, nor may any provision inconsistent
with the following provisions be adopted, without the approval of at least
66 2/3 percent of the total voting power of all shares of stock entitled to
vote, voting together as a single class at an annual or special meeting of
shareholders: (i) Article IX, relating to the election of directors, (ii)
Article X, relating to the removal of directors, (iii) Article XIII,
relating to the power of shareholders to alter the Corporation's Bylaws,
and (iv) Article XIV, relating to the right of the right of shareholders to
call a special shareholder meeting without approval of the Board of
Directors.
ARTICLE XIII
AMENDMENT OF BYLAWS
The Bylaws of the Corporation may be repealed, altered,
amended or rescinded at any time by the Board of Directors without
shareholder approval. The Bylaws of the Corporation may not be amended by
the shareholders of the Corporation except upon the affirmative vote of at
least 66 2/3 percent of the total voting power of all shares of stock
entitled to vote in the election of directors, voting together as a single
class at an annual or special meeting of shareholders.
ARTICLE XIV
SPECIAL SHAREHOLDER MEETINGS
Special Shareholder meetings may be called by the Board of
Directors or a committee of the Board authorized to call special
shareholder meetings. The shareholders of the Corporation shall not have
the power or ability to call a special shareholder meeting, except as
provided in the Bylaws or under the Michigan Business Corporation Act.
ARTICLE XV
SHAREHOLDER ACTION WITHOUT A MEETING
Any action required or permitted to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without
notice, and without a vote, provided that (i) written consents setting
forth the action taken are signed by the holders of record of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, and (ii) the Board of
Directors ratifies the action to be taken in advance.
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ARTICLE XVI
OPTION OUT OF MICHIGAN BUSINESS COMBINATION STATUTE
The Corporation shall not be governed by Section 780 of the
Michigan Business Corporation Act.
ARTICLE XVII
OPTION OUT OF MICHIGAN
CONTROL SHARE ACQUISITION STATUTE
The corporation shall not be governed by Sections 790
through 799 of the Michigan Business Corporation Act.
ARTICLE XVIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any director of the
Corporation who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason
of the fact that he or she is or was a director or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by the Michigan Business Corporation Act in the
absence of rights granted under Articles of Incorporation, Bylaws, or a
contractual agreement. The Corporation may further indemnify directors,
and may indemnify persons who are not directors, as authorized by Bylaws,
resolution of the Board of Directors, or contractual agreement authorized
by the Board of Directors. Changes in these Articles or in the Bylaws
reducing the scope of indemnification shall not apply to actions or
omissions occurring before such change.
ARTICLE XIX
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for a breach of
fiduciary duty as a director, except that a director's liability is not
limited for:
(1) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(2) acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law;
(3) a violation of Section 551(1) of the Michigan Business
Corporation Act, which section relates to the making of
unauthorized dividends, distributions, or loans; or
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(4) a transaction from which the director derived an
improper personal benefit.
If the Michigan Business Corporation Act is amended to
further eliminate or limit the liability of a director, then a director of
the Corporation (in addition to the circumstances in which a director is
not personally liable as set forth in the preceding paragraph) shall, to
the fullest extent permitted by the Michigan Business Corporation Act, as
so amended, not be liable to the Corporation or its shareholders. No
amendment to or modification or repeal of this Article shall increase the
liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment,
modification or repeal.
This Article applies only to acts or omissions and to
breaches of fiduciary duty occurring after this Article became effective.
ARTICLE XX
DENIAL OF PREEMPTIVE RIGHTS
The holders of the Common Stock shall have no preemptive
rights to subscribe for any shares of any class of stock of the Corporation
whether now or hereafter authorized.
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