RESTATED ARTICLES OF INCORPORATION
OF
HA-LO INDUSTRIES, INC.
(effective September 1, 1992)
FIRST: The name of the Corporation is HA-LO Industries, Inc.
SECOND: The registered office of the Corporation is to be located at
Two North LaSalle Street, Chicago, Illinois 60602. The name of its registered
agent at that address is Marc S. Simon.
THIRD: The purpose of the Corporation is to engage in any lawful
business for which corporations may be incorporated under the Business
Corporation Act of 1983 of the State of Illinois.
FOURTH:
(a) The number of shares which the Corporation shall be
authorized to issue, itemized by class, series and par value, if any, is:
====================================================================================================================
PAR VALUE NUMBER OF
CLASS SERIES PER SHARE SHARES AUTHORIZED
- --------------------------------------------------------------------------------------------------------------------
Common - No par 25,000,000
- --------------------------------------------------------------------------------------------------------------------
Preferred To Be Designated By the No par 10,000,000
Board of Directors
====================================================================================================================
(b) The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
(i) No holder of any class or series of stock of the
Corporation shall have any preemptive rights to subscribe for
additional shares of stock of the Corporation, except as may be
expressly agreed to by the Corporation. No holders of any class or
series of voting stock of the Corporation shall be entitled to cumulate
their votes for the election of directors of the Corporation. Whenever
a vote of shareholders is required by law or these Articles of
Incorporation to approve amendments to the Articles of Incorporation,
or any merger, consolidation or the sale of substantially all of the
assets of the Corporation outside of the ordinary course of business,
such approval shall require the affirmative vote of a majority of the
total outstanding shares entitled to vote and, if required by law, a
majority of the outstanding shares of each class and series of shares
entitled to vote as a separate class or series in respect thereof.
(ii) Each issued and outstanding share of Common
Stock will entitle the holder thereof to one (1) vote on any matters
submitted to a vote or for consent of shareholders. Subject to the
rights of the holders of any outstanding series of Preferred Stock, if
any, each holder of Common Stock may be entitled to receive dividends
from funds or other assets legally available therefor, at such rates,
and payable at such times, as may be determined and fixed by the Board
of Directors. No shares of Common Stock shall have any conversion,
redemption, or sinking fund rights. In the event of any voluntary or
involuntary dissolution or liquidation of the Corporation, each holder
of Common Stock shall be entitled to share equally and ratably in the
assets of the Corporation, if any, remaining after the payment of all
debts and liabilities of the Corporation and the liquidation
preference, if any, of any outstanding series of Preferred Stock.
(iii) The Board of Directors is authorized to provide
from time to time for the issuance of shares of Preferred Stock in one
or more series and to fix from time to time, before issuance, the
designations, preferences and relative, participating, optional or
other special rights, qualifications, limitations, restrictions and
privileges of the shares of each series of Preferred Stock, including,
without limiting the generality of the foregoing, the following:
A. The serial designation and authorized number of
shares;
B. The dividend rights, the dividend rate, the date or
dates on which such dividends will be payable and the
extent to which such dividends may be cumulative;
C. The amount or amounts to be received by the holders
thereof in the event of the voluntary or involuntary
dissolution or liquidation of the Corporation;
D. Whether such shares may be redeemed, and if so, the
price or prices at which the shares may be redeemed
and any terms, conditions and limitations upon such
redemption;
E. Any sinking fund provisions for redemption or
purchase of shares of such series;
F. The terms and conditions, if any, on which shares may
be converted, at the election of the holders thereof,
into shares of other capital stock or of other series
of Preferred Stock of the Corporation;
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and
G. The voting rights, if any.
The Board of Directors may also from time to time:
(I) Alter, without limitation or restriction,
the rights, preferences, privileges and
restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock;
and
(II) Within the limits or restrictions stated in
any resolution or resolutions of the Board
of Directors originally fixing the number of
shares constituting any series, increase or
decrease (but not below the number of shares
then outstanding) the number of shares of
any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the
Common Stock, be entitled to dividends from funds or other assets
legally available therefor, at such rates, payable at such times and
cumulative to such extent as may be determined and fixed by the Board
of Directors pursuant to the authority herein conferred upon it.
Each series of Preferred Stock may be subject to redemption in
whole or in part at such price or prices and on such terms, conditions
and limitations as may be determined and fixed by the Board of
Directors prior to the issuance of such series. Unless otherwise
determined by the Board of Directors by authorizing resolution, if less
than all of the shares of any series of Preferred Stock are to be
redeemed, they will be selected in such manner as the Board of
Directors shall then determine. Nothing herein contained is to limit
any right of the Corporation to purchase or otherwise acquire any
shares of any series of Preferred Stock. Any shares of Preferred Stock
redeemed or otherwise acquired by the Corporation will have the status
of authorized and unissued shares, undesignated as to series, and may
thereafter, in the discretion of the Board of Directors and to the
extent permitted by law, be sold or reissued from time to time as part
of another series or (unless prohibited by the terms of such series as
fixed by the Board of Directors) of the same series, subject to the
terms and conditions herein set forth.
If the Preferred Stock is issued as a class, then the Board of
Directors of the Corporation will determine liquidation rights and
dividend rights by filing Articles of
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Amendment to the Articles of Incorporation of the Corporation prior
to the issuance of any shares of the Preferred Stock;
FIFTH: The number of directors constituting the Board of Directors of
the Corporation shall be such as from time to time shall be fixed by, or in the
manner provided in, the By-laws. Election of directors need not be by written
ballot unless the By-laws so provide.
SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Illinois, the Board of Directors and/or the
shareholders of the Corporation are expressly empowered to make, alter, amend or
repeal, the By-laws of the Corporation at any meeting of the Board of Directors
or of the shareholders, as the case may be, provided, however, that notice of
the proposed change was given in the notice of such meeting of the Board of
Directors or of the shareholders, as the case may be.
SEVENTH: 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 laws of the State of Illinois and all rights
and powers conferred herein on shareholders, directors and officers are subject
to this reservation.
The number of shares which are issued and outstanding is 1,000 and the
paid-in capital of the Corporation is $1,000.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
HA-LO INDUSTRIES, INC.
(effective August 29, 1994)
RESOLVED, that the Articles of Incorporation of the Corporation be
amended to add a new Article Eight, said Article Eight to read in its entirety
as follows:
"ARTICLE EIGHT: OTHER PROVISIONS.
(a) To the fullest extent permitted by the Act,* a
director of this Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director.
(b) The Corporation shall, to the fullest extent
permitted by the Act*, indemnify all officers and directors of
the Corporation and advance expenses reasonably incurred by
all officers and directors of the Corporation.
* Illinois Business Corporation Act of 1983 as amended and as
may be amended hereafter,
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
HA-LO INDUSTRIES, INC.
(effective February 21, 1997)
RESOLVED, that Paragraph 1 of Article Four of the Corporation's
Articles of Incorporation is amended to read in its entirety as follows:
ARTICLE FOUR
PARAGRAPH 1: The number of shares which the Corporation shall
be authorized to issue, itemized by class, series and par value, if
any, is:
Per Share
---------
Class Series Par Value Shares Authorized
----- ------ --------- -----------------
Common None No par value 100,000,000
Preferred None No par value 10,000,000
FURTHER RESOLVED, that the Articles of Incorporation of the Corporation
are further amended by the addition of Article Nine which shall read as follows:
Article Nine OTHER PROVISIONS.
Pursuant to the authorization of the Business Corporation Act of 1983
of the State of Illinois (as amended from time to time), the requirement of
approval for certain acts by the affirmative vote of at least two-thirds of the
votes of shares entitled to vote is hereby reduced to the affirmative vote of a
majority of the votes of the shares entitled to vote on the issue and a majority
of the shares of each class or series of shares entitled to vote as a class or
series.
AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
HA-LO INDUSTRIES, INC.
(effective May 3, 2000)
I. Paragraph (a) of Article Four is hereby amended in its entirety to read as
follows:
(a) The number of shares which the corporation shall be authorized
to issue, itemized by class, series and par value if any, is:
NUMBER OF
SHARES
CLASS SERIES PAR VALUE AUTHORIZED
- ----- ------ --------- ----------
Common -- No par value 250,000,000
Preferred To be designated No par value 20,000,000
by the Board of
Directors
II. The last paragraph of Article Four, which currently reads as follows:
"If the Preferred Stock is issued as a class, then the Board of
Directors of the Corporation will determine liquidation rights and
dividend rights by filing Articles of Amendment to the Articles of
Incorporation of the Corporation prior to the issuance of any shares of
the Preferred Stock."
shall be deleted in its entirety.