Exhibit 3.1
FORM OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GLOBAL PAYMENTS INC.
Pursuant to the provisions of Section 14-2-1007 of the Georgia Business
Corporation Code, Global Payments Inc. hereby amends and restates its Articles
of Incorporation in their entirety as follows:
ARTICLE ONE
NAME
The name of the corporation is Global Payments Inc. (the "Corporation").
ARTICLE TWO
CAPITALIZATION
2.1 Authorized Shares. The Corporation shall have authority, to be
exercised by the board of directors, to issue no more than (i) Two Hundred
Million (200,000,000) shares of common stock, without par value, which shall be
entitled to one vote per share and shall be entitled to receive the net assets
of the Corporation upon dissolution and (ii) Five Million (5,000,000) shares of
preferred stock, without par value. Shares of preferred stock may be issued from
time to time in one or more classes or series, each such class or series to be
so designated as to distinguish the shares thereof from the shares of all other
classes and series. The Board of Directors is hereby vested with the authority
to divide preferred stock into classes or series and to fix and determine the
relative rights, preferences, qualifications, and limitation of the shares of
any class or series so established.
ARTICLE THREE
REGISTERED OFFICE AND AGENT
The initial registered office of the Corporation is located at the street
address of:
Four Corporate Square
Atlanta, Georgia 30329-2010
The name of the initial registered agent of the Corporation at its
registered office named above is:
Suellyn P. Tornay
ARTICLE FOUR
INCORPORATOR
The name and address of the incorporator are:
William H. Avery
1201 West Peachtree Street
Atlanta, GA 30309
ARTICLE FIVE
PRINCIPAL OFFICE
The mailing address of the initial principal office of the Corporation is:
Four Corporate Square
Atlanta, Georgia 30329-2010
ARTICLE SIX
BOARD OF DIRECTORS
6.1 Initial Board of Directors. The initial board of directors shall
consist of 2 members. The name and address of each of the initial members are:
Robert A. Yellowlees
Four Corporate Square
Atlanta, GA 30329-2010
Neil Williams
Four Corporate Square
Atlanta, GA 30329-2010
6.2 Removal. Directors may only be removed from the Board of Directors for
cause and only at a special meeting of shareholders called for such a purpose by
the affirmative vote of at least two-thirds (2/3) of the total number of votes
of the then outstanding shares of the Corporation's capital stock entitled to
vote in the election of directors and only if notice of such proposal was
contained in the notice of such meeting. Any vacancy in the Board of Directors
resulting from such removal shall be filled in accordance with Section 6.4
hereof. For purposes of this Section, "cause" shall mean only (a) conviction of
a felony, (b) declaration of unsound mind or order of a court, (c) gross
dereliction of duty, (d) commission of an action involving moral turpitude, or
(e) commission of an action which constitutes intentional misconduct or a
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knowing violation of law if such action in either event results both in an
improper substantial personal benefit and a material injury to the Corporation.
6.3 Vacancies and Changes of Authorized Number. All vacancies and any
newly created directorship resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although fewer than a quorum, or by a sole remaining director. Each director
chosen in accordance with this Section shall hold office until the next election
of the class for which such director shall have been chosen, and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal; provided, however that a director chosen in
accordance with this Section to fill a newly-created directorship shall hold
office only until the next election of directors by the shareholders and until
such director's successor is elected and qualified, or until the director's
earlier death, resignation or removal.
6.4 Amending or Repealing Article Six. Notwithstanding any provision
hereof, or of the Bylaws or any law which might otherwise permit a lesser vote,
the affirmative vote of the holders of at least two-thirds (2/3) of all classes
of stock entitled to vote in the election of directors shall be required to
alter, amend or repeal this Article Six.
ARTICLE SEVEN
CONSTITUENCY CONSIDERATIONS
In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors, and individual directors, in
addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers,
and creditors of the Corporation, the communities in which offices or other
establishments of the Corporation are located, and all other factors such
directors consider pertinent; provided, however, that this Article shall be
deemed solely to grant discretionary authority to the directors and shall not be
deemed to provide to any constituency and right to be considered.
ARTICLE EIGHT
AMENDMENT OF BYLAWS
Except as otherwise provided in this Article Eight, the Bylaws may be
altered, amended or repealed, and new Bylaws may be adopted, by (a) the
affirmative vote of the holders of two-thirds (2/3) of the shares of stock then
outstanding and entitled to vote in the election of directors, or (b) the Board
of Directors of the Corporation, but any Bylaw adopted by the Board of Directors
may be altered, amended, or repealed, or new Bylaws may be adopted, by the
affirmative vote of the holders of two-thirds (2/3) of the shares of stock
entitled to vote in the election of directors. The shareholders may prescribe,
by so expressing in the action they take in amending or adopting any Bylaw
or
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Bylaws, that the Bylaw or Bylaws so amended or adopted by them shall not be
altered, amended or repealed by the Board of Directors. Notwithstanding the
foregoing, Section 4.05 of the Bylaws may not be modified, amended or repealed
except by the affirmative vote of the holders of a majority of the shares of
stock then outstanding and entitled to vote in the election of directors.
ARTICLE NINE
LIMITATION OF DIRECTOR LIABILITY
9.1 Limitation of Liability. A director of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for any
action taken, or any failure to take any action, as a director, except
liability:
(i) for any appropriation, in violation of his or her duties, of
any business opportunity of the Corporation;
(ii) for acts or omissions which involve intentional misconduct or a
knowing violation of law;
(iii) for the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or
(iv) for any transaction from which the director received an
improper personal benefit.
9.2 Repeal or Modification of this Article. Any repeal or modification of
the provisions of this Article by the shareholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on the liability
of a director of the corporation with respect to any act or omission occurring
prior to the effective date of such repeal or modification.
9.3 Additional Provisions. If the Georgia Business Corporation Code is
amended, after this Article becomes effective, to authorize corporate action
further eliminating or limiting the liability of directors, then, without
further corporate action, the liability of a director of the Corporation, in
addition to the limitation on liability provided herein, shall be limited to the
fullest extent permitted by the Georgia Business Corporation Code, as so
amended.
9.4 Severability. In the event that any of the provisions of this Article
(including any provision within a single sentence) is held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions are severable and shall remain enforceable to the fullest
extent permitted by law.
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These Amended and Restated Articles of Incorporation contain amendments
requiring shareholder approval and were duly adopted in accordance with the
applicable provisions of Section 14-2-1003 of the Georgia Business Corporation
Code by the Board of Directors of the Corporation on _________, 2000 and by the
sole shareholder of the Corporation on ___________, 2000.
These Amended and Restated Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto.
IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated
Articles of Incorporation to be executed by its duly authorized officer on this
___ day of _________, 2000.
GLOBAL PAYMENTS INC.
By:
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