EXHIBIT 3(A)
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
CITY OF BATON ROUGE
Composite
Articles of Incorporation of
Piccadilly Cafeterias, Inc.
ARTICLE I. "Name". The Name of this Corporation is
PICCADILLY CAFETERIAS, INC.
ARTICLE II. "Objects and Purposes." The objects and purposes for which
this corporation is organized and the nature of the business and/or businesses
to be carried on by it are stated and declared to be as follows, to-wit:
(a) To engage in the business of operating, conducting and maintaining
a cafeteria or cafeterias, with authority to own, lease and operate all
plants, equipment and facilities necessary, incident or pertaining
thereto.
(b) to engage in the business of operating, constructing, leasing and
acquiring restaurants, eating establishments, factories, plants,
warehouses and supply houses for all types of products and equipment and
to sell same at retail or wholesale.
(c) To engage in the business of constructing, leasing and operating
shopping centers, all types of rental property, and to engage in joint
ventures of all types with others.
(d) To do all other things related to and necessary to carry on the
above purposes, to endorse notes and to guarantee obligations of others.
ARTICLE III. "Duration". The duration of this Corporation shall be
perpetual.
ARTICLE IV. "Registered Office". [omitted intentionally]
ARTICLE V. "Registered Agents". [omitted intentionally]
ARTICLE VI. "Authorized Shares, etc.". The aggregate number of shares that
the corporation shall have the authority to issue is one hundred fifty million
(150,000,000) shares, without par value, of which one hundred million
(100,000,000) shall be Common Stock and fifty million (50,000,000) shall be
Preferred Stock. Shareholders shall have no preemptive rights.
The Preferred Stock may be divided into and issued in one or more
series, and the preferences, limitations and relative rights of such
shares may vary between series in any and all respects but shall not vary
within a series. The Board of Directors of the corporation is hereby
expressly vested with the authority to amend these Articles of
Incorporation to fix the preferences, limitations, and relative rights,
including without limitation, voting rights, of the shares of Preferred
Stock, and to establish and fix variations in relative rights as between
any established and designated series thereof, to the fullest extent
permitted by the Louisiana Business Corporation Law, as now or hereafter
in force, and to increase or decrease the number of shares within each
such series; provided, however, that the Board of Directors may not
decrease the number of shares within a series below the number of shares
within such series that is then issued. The designations, preferences,
limitations and relative rights, including voting rights, of any
Preferred Stock to be issued shall be fixed by adoption by the Board of
Directors of an amendment to these Articles of Incorporation.
Series A Preferred Stock
Section 1. Designation and Number of Shares. The shares of such series shall
be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be 500,000. Such number of shares of the Series A Preferred Stock may be
increased or decreased by resolution of the Board of Directors; provided that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of
shares issuable upon exercise or conversion of outstanding rights, options or
other securities issued by the Corporation.
Section 2. Dividends and Distributions.
(a) The holders of shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable on September 30,
December 31, March 31 and June 30 of each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of any share or
fraction of a share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends or other distributions and 100
times the aggregate per share amount of all non-cash dividends or other
distributions (other than (A) a dividend payable in shares of Common Stock of
the Corporation, no par value, (any such Common Stock, the "Common Stock") or
(B) a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise)), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. If the Corporation
shall at any time after November 6, 1998 (the "Rights Declaration Date") pay
any dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the amount to which holders of shares
of Series A Preferred Stock were entitled immediately prior to such event under
clause 2(a)(ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph 2(a) above immediately after
it declares a dividend or distribution on the Common Stock (other than as
described in clauses 2(a)(ii)(A) and 2(a)(ii)(B) above); provided that if no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of any share or
fraction of a share of Series A Preferred Stock and such first Quarterly
Dividend Payment Date), a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue and be cumulative from the date of issue of such shares, or
unless the date of issue is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a
quarterly dividend and on or before such Quarterly Dividend Payment Date, in
which case dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on shares of Series A Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall not be more than 60 days prior to the date fixed for
the payment thereof.
Section 3. Voting Rights. In addition to any other voting rights required by
law, the holders of shares of Series A Preferred Stock shall have the following
voting rights:
(a) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of shareholders of the Corporation. If
the Corporation shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock shall vote
together as a single class on all matters submitted to a vote of shareholders
of the Corporation.
(c) (i) If at any time dividends on any Series A Preferred Stock shall be
in arrears in an amount equal to six quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Preferred Stock
then outstanding shall have been declared and paid or set apart for payment.
During each default period, all holders of Preferred Stock and any other series
of Preferred Stock then entitled as a class to elect directors, voting together
as a single class, irrespective of series, shall have the right to elect two
Directors.
(ii) During any default period, such voting right of the holders of
Series A Preferrd Stock may be exercised initially at a special meeting called
pursuant to subparagraph 3(c)(iii) hereof or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders; provided that
neither such voting right nor the right of the holders of any other series
of Preferred Stock, if any, to increase, in certain cases, the authorized
number of Directors shall be exercised unless the holders of 10% in number of
shares of Preferred Stock outstanding shall be present in person or by proxy.
The absence of a quorum of holders of Common Stock shall not affect the
exercise by holders of Preferred Stock of such voting right. At any meeting
at which holders of Preferred Stock shall exercise such voting right initially
during an existing default period, they shall have the right, voting as a
class, to elect Directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two Directors or, if such right is exercised
at an annual meeting, to elect two Directors. If the number which may be so
elected at any special meeting does not amount to the required number, the
holders of the Preferred Stock shall have the right to make such increase in
the number of Directors as shall be necessary to permit the election by them
of the required number. After the holders of the Preferred Stock shall have
exercised their right to elect Directors in any default period and during
the continuance of such period, the number of Directors shall not be increased
or decreased except by vote of the holders of Preferred Stock as herein
provided or pursuant to the rights of any equity securities ranking senior to
or pari passu with the Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in the
aggregate not less than 10% of the total number of shares of Preferred
Stock outstanding, irrespective of series, may request, the calling of a
special meeting of holders of Preferred Stock, which meeting shall thereupon
be called by the President and Chief Executive Officer or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to vote pursuant to this paragraph 3(c)(iii)
shall be given to each holder of record of Preferred Stock by mailing a copy
of such notice to him at his last address as the same appears on the books of
the Corporation. Such meeting shall be called for a time not earlier than 20
days and not later than 60 days after such order or request or in default of
the calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder or shareholders
owning in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series. Notwithstanding the
provisions of this paragraph 3(c)(iii), no such special meeting shall be
called during the period within 60 days immediately preceding the date fixed
for the next annual meeting of shareholders.
(iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of Preferred
Stock shall have exercised their right to elect two Directors voting as a
class, after the exercise of which right (x) the Directors so elected by
the holders of Preferred Stock shall continue in office until their successors
shall have been elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may (except as provided
in paragraph 3(c)(ii) hereof) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which
elected the Director whose office shall have become vacant. References in
this paragraph 3(c) to Directors elected by the holders of a particular class
of stock shall include Directors elected by such Directors to fill vacancies
as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x)the right
of the holders of Preferred Stock as a class to elect Directors shall cease,
(y) the term of any Directors elected by the holders of Preferred Stock as a
class shall terminate, and (z) the number of Directors shall be such number as
may be provided for in the articles of incorporation or bylaws irrespective
of any increase made pursuant to the provisions of paragraph 3(c)(ii) hereof
(such number being subject, however, to change thereafter in any manner
provided by law or in the articles of incorporation or bylaws). Any vacancies
in the Board of Directors effected by the provisions of clauses (y) and (z) in
the preceding sentence may be filled by a majority of the remaining Directors.
(d) The Articles of Incorporation of the Corporation shall not be amended
in any manner (whether by merger or otherwise) so as to adversely affect the
powers, preferences or special rights of the Series A Preferred Stock without
the affirmative vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock, voting separately as a class.
(e) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding shares of Series A
Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on,
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
other parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then entitled;
(iv) redeem, purchase or otherwise acquire for value any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock; provided that the C orporation
may at any time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of stock of the Corporation ranking junior
(as to dividends and upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or
(v) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of Series A Preferred Stock and all such other parity stock upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for value any shares of stock of the Corporation
unless the Corporation could, under paragraph 4(a), purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock redeemed,
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock without designation as to series and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors as permitted by the Articles of Incorporation or as
otherwise permitted under Louisiana Law.
Section 6. Liquidation, Dissolution and Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received $0.01 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment; provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common Stock, or
(2) to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
other parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or winding up.
If the Corporation shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such
event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, Etc. If the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
or any other property, then in any such case the shares of Series A Preferred
Stock shall at the same time be similarly exchanged for or changed into an
amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash or
any other property, as the case may be, into which or for which each share of
Common Stock is changed or exchanged. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable in
shares of Common Stock or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 8. No Redemption. The Series A Preferred Stock shall not be
redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.
Section 10. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
ARTICLE VII. "Paid-in Capital". The amount of paid-in capital with which the
corporation shall begin business is One Thousand and no/100 ($1,000.00)
Dollars, which will be paid in cash.
ARTICLE VIII. "Directors".
(A) The property, business and affairs of the corporation shall be
managed and controlled by the Board of Directors. The number
of directors of the corporation (exclusive of directors to be
elected by the holders of any one or more classes or series of
preferred stock of the corporation or any other class or series
of stock of the corporation other than the common stock, which
may at some time be outstanding, voting separately as a class
or classes) shall be determined as provided in the bylaws of
the corporation.
(B) The Board of Directors (exclusive of directors to be elected by
the holders of any one or more classes or series of preferred
stock of the corporation or any other class or series of stock
of the corporation other than the common stock, which may at
some time be outstanding, voting separately as a class or
classes) shall be divided into three classes, as nearly equal
in number as possible, with the term of office of one class
expiring each year. At the annual meeting of shareholders in
1988, three directors of the first class shall be elected to
hold office for a term expiring at the next succeeding annual
meeting, three directors of the second class shall be elected
to hold office for a term expiring at the second succeeding
annual meeting and four directors of the third class shall be
elected to hold office for a term expiring at the third
succeeding annual meeting. At each annual meeting of
shareholders, the respective 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.
(C) Any vacancies in the Board of Directors, for any reason, and
any newly created directorships resulting from any increase in
the number of directors shall be filled by the Board of
Directors, acting by not less than a majority of the directors
then in office, although less than a quorum. Any directors so
chosen to fill any such vacancies or newly created
directorships shall hold office until the next election of the
class for which such directors shall have been chosen and until
their respective successors shall be duly elected and
qualified. Notwithstanding the foregoing, and except as
otherwise required by law, whenever the holders of any one or
more classes or series of preferred stock of the corporation or
any other class or series of stock of the corporation other
than the common stock, which may at some time be outstanding,
shall have the right, voting separately as a class or classes,
to elect one or more directors of the corporation, the
provisions of this section ( C ) of this Article VIII shall
not apply with respect to the director or directors elected by
such holders of preferred stock or other stock. No decrease in
the number of directors shall shorten the term of any incumbent
director.
(D) Notwithstanding any other provision of these Articles of
Incorporation or the bylaws of the corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law, these Articles of Incorporation or the bylaws
of the corporation), any director or the entire Board of
Directors of the corporation may be removed only with cause and
only by the affirmative vote of the holders of two-thirds
(2/3rds) of all shares of capital stock of the corporation
entitled to vote generally in the election of directors, voting
together as a single class. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of
any one or more classes or series of preferred stock of the
corporation or any other class or series of stock of the
corporation other than the common stock, which may at some
time be outstanding, shall have the right, voting separately as
a class or classes, to elect one or more directors of the
corporation, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by
the terms of these Articles of Incorporation applicable
thereto, and such directors so elected shall not be divided
into classes pursuant to this Article VIII unless expressly
provided by such terms.
(E) Except as otherwise provided in these Articles of
Incorporation, the number, classification, qualifications,
terms of office, manner of election, times and places of
meetings, and the powers and duties of the directors shall be
as, from time to time, fixed by the bylaws.
(F) Any director absent from a meeting may be represented by any
other director or shareholder who may cast the vote of the
absent director according to the written instructions, general
or special, of said absent director, filed with the secretary.
(G) Notwithstanding any other provision of these Articles of
Incorporation or the bylaws of the corporation to the contrary
(and notwithstanding the fact that some lesser percentage may
be specified by law, these Articles of Incorporation or the
bylaws of the corporation) and in addition to any other
requirements of the provisions of any class or series of stock
of the corporation which may be outstanding, no amendment to
these Articles of Incorporation shall amend, alter, change or
repeal any provision of paragraphs ( A ) through ( D ) of the
Article VIII unless the amendments effecting such amendment,
alteration, change or repeal shall receive the affirmative vote
of the holders of not less than eighty percent (80%) of all
shares of stock of the corporation entitled to vote generally
in the election of directors, voting together as a single
class, provided that this paragraph ( G ) shall not apply to,
and only such vote as shall be required by statute shall,
subject to the provisions of any class or series of stock of
the corporation which may at the time be outstanding, be
required for any amendment, alteration, change or repeal
recommended to the shareholders pursuant to a resolution of the
Board of Directors of the corporation, provided that
affirmative votes for such resolution shall have been cast by
not less than a majority of the "Continuing Directors," as
defined below, then in office. For the purposes of the
immediately preceding sentence, the term "Continuing Directors"
means any members of the Board of Directors of the corporation
who held the office of director on August 15, 1988 or who
thereafter was elected director either (1) by a resolution
adopted by the Board of Directors, provided that affirmative
votes for such resolution shall have been cast by not less than
a majority of the Continuing Directors then in office, or (2)
by a vote of the shareholders of the corporation after his or
her nomination as a director was recommended for submission to
the shareholders of the corporation by a resolution adopted by
the Board of Directors, provided that affirmative votes for
such resolution shall have been cast by not less than a
majority of the Continuing Directors then in office.
ARTICLE IX. "Incorporators." [omitted intentionally]
ARTICLE X. "Right to Purchase and/or Redeem Shares." The corporation may
purchase and/or redeem its own shares in the manner and under the conditions
provided in Section 23 and 43 of the Business Corporations Law. Such shares as
purchased (unless it is desired that such shares shall be cancelled) shall be
considered treasury shares, and may be re-issued and disposed of as authorized
by law or may be cancelled and the capital stock reduced, as the board of
directors may, from time to time, determine.
ARTICLE XI. "Compromise Arrangements." This corporation claims, and shall
have the benefit of the provisions of Section 63 of the Business Corporations
Law.
ARTICLE XII. "Dividends." If at any time this corporation should own existing
assets intended for sale in the ordinary course of business, or shall own
property having a limited life, it may pay dividends from the net profits
arising from such assets, without deduction or depreciation or depletion of
assets thereby sustained.
ARTICLE XIII. "Voluntary Transfer of Corporation Assets." If at any time when
the corporation is able to meet its liabilities then matured, pursuant to the
affirmative vote of the holders of at least a majority of the shares having
voting power, given at a general or special shareholders' meeting called for
that purpose, the board of directors shall have power and authority, by
resolution adopted at any regular or special meeting called for that purpose,
to sell, lease or exchange, or make any other disposition of all of the assets
of the corporation. including its good will, franchise, and/or other rights,
upon such terms and conditions as it deems expedient, including an exchange for
shares and/or securities of another corporation, domestic or foreign and if the
corporation is unable to meet its liabilities then matured, the board of
directors by a majority vote of the whole board shall have power and authority
to make such sale, lease, exchange or other disposition, as aforesaid, without
the vote or consent aforesaid, of the shareholders.
Article XIV. No director or officer shall be personally liable to the
Corporation or any of its shareholders for monetary damages for any breach of
fiduciary duty by such director or officer as a director or officer.
Notwithstanding the foregoing sentence, a director or officer shall be liable
to the extent provided by applicable law (a) for breach of the director's or
officer'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) for liability under R.S. 12:92(D), or (d) for any
transaction from which the director or officer derived an improper personal
benefit. If the Louisiana Business Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of directors
or officers, then the liability of a director or officer of the Corporation, in
addition to the limitation on personal liability of a director or officer
provided herein, shall be limited to the fullest extent permitted by the
amended Louisiana Business Corporation Law. No amendment to or repeal of this
Article XIV shall apply to or have any effect or omissions of such director or
officer occurring prior to such amendment.