AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GULF ISLAND FABRICATION, INC.
Gulf Island Fabrication, Inc., a Louisiana corporation (the
"Corporation"), acting through its undersigned President and
Secretary and by authority of its shareholders and Board of
Directors, does hereby certify that:
FIRST: The Amended and Restated Articles of Incorporation
set forth in paragraph Fifth below accurately set forth the
articles of incorporation of the Corporation and all amendments
thereto in effect on the date hereof, including the changes made
by the amendments described in Paragraph Fourth below.
Immediately prior hereto, the authorized capital stock of the
Corporation consisted of 10,000,000 shares of capital stock, no
par value per share, all of which shares were denominated as
Common Stock, no par value per share, of which 1,000,000 shares
of Common Stock were issued and outstanding.
SECOND: All such amendments have been effected in
conformity with law.
THIRD: The date of incorporation of the Corporation was
April 26, 1989 and the date of these Amended and Restated
Articles of Incorporation is February 14, 1997.
FOURTH: Acting by written consent of shareholders dated
February 8, 1997 pursuant to Section 76(B) of the Louisiana
Business Corporation Law and Article IV of the Corporation's
articles of incorporation, the holders of 70,600 of the
outstanding shares of Common Stock of the Corporation,
constituting 69% of the issued and outstanding shares of Common
Stock of the Corporation entitled to vote thereon and
constituting more than two-thirds of the shares entitled to be
voted by persons who are not interested shareholders (as defined
in La. R.S. 12:132) of the Corporation, adopted resolutions (i)
amending the Articles of Incorporation of the Corporation as in
effect prior to the date thereof by deleting Articles I through X
in their entirety and replacing such articles with new Articles I
through X as set forth in paragraph Fifth below, (ii) restating
the Articles of Incorporation as so amended in their entirety,
and (iii) reclassifying and splitting each share of Common Stock
outstanding immediately prior hereto into three and 5/10 (3.5)
shares of Common Stock, no par value.
FIFTH: The Amended and Restated Articles of Incorporation
of the Corporation are as follows:
ARTICLE I
Name
The name of the corporation is Gulf Island Fabrication, Inc.
ARTICLE II
Purpose
The purpose of the Corporation is to engage in any lawful
activity for which corporations may be formed under the Business
Corporation Law of Louisiana.
ARTICLE III
Capital
A. Authorized Stock. The Corporation shall have the
authority to issue an aggregate of 25,000,000 shares of capital
stock, of which 20,000,000 shares shall be Common Stock, no par
value per share, and 5,000,000 shares shall be Preferred Stock,
no par value per share.
B. Preferred Stock. Shares of Preferred Stock may be
issued from time to time in one or more series. Authority is
hereby vested in the Board of Directors of the Corporation to
amend these Articles of Incorporation from time to time to fix
the preferences, limitations and relative rights as between the
Preferred Stock and the Common Stock, and to fix variations in
the preferences, limitations and relative rights as between
different series of Preferred Stock.
C. Reclassification. From and after the effective date of
these Amended and Restated Articles of Incorporation, each issued
and outstanding share of Common Stock, no par value per share, of
the Corporation outstanding immediately prior hereto shall be
reclassified into three and 5/10 (3.5) shares of Common Stock, no
par value per share.
ARTICLE IV
Directors
A. Number of Directors. The Board of Directors shall
consist of such number of persons as shall be designated from
time to time in the by-laws of the Corporation, or, if not so
designated, as may be designated from time to time by resolution
of the Board of Directors, provided that no decrease in the
number of directors shall shorten the term of any incumbent
director.
B. Classification. The Board of Directors, other than
those who may be elected by the holders of any class or series of
stock having preference over the Common Stock as to dividends or
upon liquidation (whose terms of office may be determined by the
Board of Directors pursuant to Article III(B)), shall be divided,
with respect to the time during which, they shall bold office,
into three classes as nearly equal in number as possible, with
the initial term of office of the Class I directors expiring at
the annual meeting of shareholders to be held in 1998, of the
Class II directors expiring at the next succeeding annual meeting
of shareholders, and of the Class III directors expiring at the
second succeeding annual meeting, with all such directors to hold
office until their successors are elected and qualified. At each
subsequent annual meeting of shareholders, directors chosen to
succeed those whose terms then expire shall be elected to hold
office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election and
until their successors are duly elected and qualified. If the
Board of Directors shall appoint any director to fill a vacancy
on the Board, whether resulting from an increase in the number of
directors or otherwise, such Director shall be assigned to a
class by the Board of Directors so that all classes of directors
shall be as nearly equal in number as possible. In the event of
a decrease in the number of directors, the Board of Directors may
reassign the remaining directors to classes so that all classes
of directors shall be as nearly equal in number as possible.
C. Vacancies. Except as provided in Article IV(F) hereof,
any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors or from a failure
of the shareholders to elect the full number of authorized
directors) may, notwithstanding any resulting absence of a quorum
of directors, be filled by a vote of at least two-thirds of the
directors remaining in office, provided that the shareholders
shall have the right to fill the vacancy at any special meeting
called for such purpose prior to any such action by the Board.
Vacancies on the Board may be filled only as provided in this
Article IV(C).
D. Removal. Except as provided in Article IV(F) hereof,
any one or more directors may be removed, at any time, (i) with
or without cause, by the affirmative vote of at least two-thirds
of the directors then constituting the Board of Directors or (ii)
only for cause, by the holders of not less than two-thirds of the
Total Voting Power (as defined in Article VII(C) hereof) that is
present or represented at a special meeting of shareholders
called for such purpose, voting together as a single class. For
purposes of this Article IV(D), "cause" shall mean (i) a
conviction of a director by a court of competent jurisdiction of
a felony involving moral turpitude if such conviction is no
longer subject to direct appeal or (ii) an adjudication by a
court of competent jurisdiction of liability for gross negligence
or gross misconduct in the performance of the director's duty to
the Corporation in a matter of substantial importance to the
Corporation if such adjudication is no longer subject to direct
appeal. At the same meeting in which the directors or
shareholders remove one or more directors, a successor or
successors may be elected for the unexpired term of the director
or directors removed. Except as set forth in this Article IV(D),
or in any provision of these Articles of Incorporation relating
to removal of directors elected by holders of Preferred Stock,
directors shall not be subject to removal.
E. Board Nominations. Except as provided in Article IV(F)
hereof, only persons who are nominated in accordance with the
procedures set forth in this Article IV(E) shall be eligible for
election as directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a
meeting of shareholders by or at the direction of the Board of
Directors or by any shareholder of record of the Corporation
entitled to vote at such meeting for the election of directors
who complies with the notice procedures set forth in this Article
IV(E). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal office of the Corporation not less
than 45 days nor more than 90 days prior to the meeting,
provided, however, that in the event that less than 55 days
notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be
timely must be so received at the principal executive offices of
the Corporation no later than the close of business on the tenth
day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth or include the following:
1. as to each person whom the shareholder proposes to
nominate for election or re-election as a director, (a) the
name, age, business address and residential address of such
person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of capital stock
of the Corporation of which such person is the beneficial
owner (as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange
"Act")), (d) such person's written consent to being named in
the proxy statement as a nominee and to serve as a director
if elected and (e) any other information relating to such
person that would be required to be disclosed in
solicitations of proxies for the election of directors, or
would be otherwise required, in each case pursuant to
Regulation 14A promulgated under the Exchange Act; and
2. as to the shareholder of record giving the notice,
(a) the name and address of such shareholder and (b) the
class and number of shares of capital stock of the
Corporation of which such shareholder is the beneficial
owner (as defined in Rule 13d-3 promulgated under the
Exchange Act). If requested in writing by the Secretary of
the Corporation at least 15 days in advance of the meeting,
such shareholder shall disclose to the Secretary, within ten
days of such request, whether such person is the sole
beneficial owner of the shares held of record by him, and,
if not, the name and address of each other person known by
the shareholder of record to claim or have a beneficial
interest in such shares.
At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish
to the Secretary of the Corporation that information required to
be set forth in a shareholders notice of nomination which
pertains to the nominee. If a shareholder seeks to nominate one
or more directors, the Secretary shall appoint two inspectors,
who shall not be affiliated with the Corporation, to determine
whether the shareholder has complied with this Article IV(E). If
the inspectors shall determine that the shareholder has not
complied with this Article IV(E), the defective nomination shall
be disregarded and the inspectors shall direct the Chairman of
the meeting to declare at the meeting that such nomination was
not made in accordance with the procedures prescribed by the
Articles of Incorporation.
F. Directors Elected by Preferred Shareholders.
Notwithstanding anything in these Articles of Incorporation to
the contrary, whenever the holders of any one or more classes or
series of stock having a preference over the Common Stock as to
dividends or upon liquidation shall have the right, voting
separately as a class, to elect one or more directors of the
Corporation, the provisions of these Articles of Incorporation
(as they may be duly amended from time to time) fixing the rights
and preferences of such preferred stock shall govern with respect
to the nomination, election, term, removal, vacancies or other
related matters with respect to such directors.
ARTICLE V
By-laws
A. Adoption, Amendment and Repeal. By-laws of the
Corporation may be adopted only by a majority vote of the Board
of Directors. By-laws may be amended or repealed only by (i) a
two-thirds vote of all directors who constitute the Board of
Directors, or (ii) the affirmative vote of the holders of at
least eighty percent of that portion of the Total Voting Power,
as defined in Article VII(C) hereof, voting together as a single
class, that is present or represented at any regular or special
meeting of shareholders, the notice of which meeting of
shareholders expressly states that the proposed amendment or
repeal is to be considered at the meeting.
B. New Matters. Any purported amendment to the By-laws
which would add thereto a matter not expressly covered in the By-
laws prior to such purported amendment shall be deemed to
constitute the adoption of a By-law provision and not an
amendment to the By-laws.
ARTICLE VI
Application of Certain Laws
The Corporation hereby elects not to be governed by Sections
132, 133 and 134 of the Louisiana Business Corporation Law
(La.R.S. 12:132, La.R.S. 12:133 and La.R.S. 12:134).
ARTICLE VII
Special Shareholder Voting Requirements
A. Amendments. Unless approved by vote of at least two-
thirds of the directors constituting the Board of Directors,
Articles IV, V, VI, VII, VIII and X of the Articles of
Incorporation may be amended only by the affirmative vote of not
less than eighty percent of the Total Voting Power of the
Corporation.
B. Other Corporate Actions. If a vote of shareholders is
required to authorize an agreement of merger or consolidation of
the Corporation, the sale of all or substantially all of the
assets of the Corporation or the voluntary dissolution of the
Corporation, then, unless such action has been approved by vote
of at least two-thirds of the directors constituting the Board of
Directors, such action may be authorized only by the affirmative
vote of eighty percent of the Total Voting Power of the
Corporation.
C. Total Voting Power. The term "Total Voting Power"
means the total number of votes that shareholders, and holders of
any bonds, debentures or other obligations granted voting rights
by the Corporation pursuant to La.R.S. 12:75(H), are generally
entitled to cast with respect to the election of directors or, if
such term is used with reference to any other particular matter
properly brought before the shareholders or such other holders
for their consideration and vote, means the total number of such
votes that are entitled to be cast with respect to such matter.
ARTICLE VIII
Limitation of Liability and Indemnification
A. Limitation of Liability. No director or officer of the
Corporation shall be liable to the Corporation or to its
shareholders for monetary damages for breach of his fiduciary
duty as a director or officer, provided that the foregoing
provision shall not eliminate or limit the liability of a
director or officer for (1) any breach of his duty of loyalty to
the Corporation or its shareholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (3) liability for unlawful distributions of the
Corporation's assets to, or redemptions or repurchases of the
Corporation's shares from shareholders of the Corporation, under
and to the extent provided in La.R.S. 12:92(D); or (4) any
transaction from which he derived an improper personal benefit.
If, after the date hereof, the Louisiana Business Corporation Law
is amended to authorize further elimination or limitation the
personal liability of directors or officers, then the liability
of a director or an officer of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
Louisiana Business Corporation Law, as so amended.
B. Indemnification. Subject to such limitations as may be
determined by the Board of Directors (provided that no change in
such limitations may adversely affect any claim to
indemnification that arises prior to such change), the
Corporation shall indemnify each of its directors to the full
extent from time to time permitted by law, and may so indemnify
each of its officers, against any expenses or costs, including
attorney's fees, actually or reasonably incurred by him in
connection with any threatened, pending or completed claim
action, suit or proceeding, whether criminal, civil,
administrative or investigative against such person or as to
which he is involved solely as a witness or person required to
give evidence
C. Authorization of Further Actions. The Board of
Directors may (1) cause the Corporation to enter into contracts
with its directors and officers providing for the limitation of
liability set forth in this Article to the fullest extent
permitted by law, (2) adopt By-laws or resolutions, or cause the
Corporation to enter into contracts, providing for
indemnification of directors and officers of the Corporation and
other persons (including but not limited to directors and
officers of the Corporation's direct and indirect subsidiaries)
to the fullest extent permitted by law and (3) cause the
Corporation to exercise the powers set forth in La.R.S. 12:83F,
notwithstanding that some or all of the members of the Board of
Directors acting with respect to the foregoing may be parties to
such contracts or beneficiaries of such By-laws or resolutions or
the exercise of such powers. No repeal or amendment of any such
By-laws or resolutions limiting the right to indemnification
thereunder shall affect the entitlement of any person to
indemnification whose claim thereto results from conduct
occurring prior to the date of such repeal or amendment.
D. Subsidiaries. The Board of Directors may cause the
Corporation to approve for its direct and indirect subsidiaries
limitation of liability and indemnification provisions comparable
to the foregoing.
E. Amendment. In addition to any other votes required by
law or these Articles of Incorporation (and notwithstanding the
fact that a lesser percentage may be specified by law or these
Articles of Incorporation), the affirmative vote of the holders
of at least 80% of the Total Voting Power shall be required to
repeal this Article or to amend this Article so as to reduce the
limitation of liability set forth herein or the rights to
indemnification or the powers of the Board of Directors provided
in this Article, and any amendment or repeal of this Article
shall not adversely affect any indemnification or limitation of
liability of a director or officer of the Corporation under this
Article with respect to any action or inaction occurring prior to
the time of such amendment or repeal.
ARTICLE IX
Reversion
Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and
the redemption price of redeemed shares, that are not claimed by
the shareholders entitled thereto within one year after the
dividend or redemption price became payable or the shares became
issuable, despite reasonable efforts by the Corporation to pay
the dividend or redemption price or deliver the certificates for
the shares to such shareholders within such time, shall at the
expiration of such time, revert in full ownership to the
Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case
may be, shall thereupon cease, provided, however, that the Board
of Directors may, at any time, for any reason satisfactory to it,
but need not, authorize (1) payment of the amount of any cash or
property dividend or redemption price or (2) issuance of any
shares, ownership of which has reverted to the Corporation
pursuant to this Article, to the person or entity who or which
would be entitled thereto had such reversion not occurred.
ARTICLE X
Special Meetings of Shareholders
A. Special meetings of shareholders, for any purpose or
purposes, may be called in any manner set forth in the By-laws,
provided that the power of shareholders as such to call or cause
to be called special meetings shall be governed exclusively by
paragraph B of this Article.
B. At any time, upon the written request of any
shareholder or group of shareholders holding in the aggregate at
least a majority of the Total Voting Power, the Secretary of the
Corporation shall call a special meeting of shareholders to be
held at the registered office of the Corporation at such time as
the Secretary may fix not less than 15 nor more than 60 days
after the receipt of said request, and if the Secretary shall
neglect or refuse to fix such time or to give notice of the
meeting, the shareholder or shareholders making the request may
do so. Such requests must state the specific purpose or purposes
of the proposed special meeting, and the business to be conducted
thereat shall be limited to such purpose or purposes.