EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GLOBAL PAYMENTS INC.
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.
2.2 Designation of Preferences and Other Rights of Series A Junior
Participating Preferred Stock. The designation of the preferences and other
rights of the Series A Junior Participating Preferred Stock, without par value,
of the Corporation, for which sufficient authorized shares are available
pursuant to paragraph 2.1 of Article Two, is attached as Appendix A to these
Amended and Restated Articles of Incorporation of Global Payments Inc.
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 Classified Board of Directors. The number of directors of the
Corporation shall be as fixed from time to time by or pursuant to the
Corporation's Bylaws. The directors shall be divided into three classes, Class
I, Class II and Class III. At the annual shareholders meeting in 2001, the
terms of the initial Class I directors shall expire and a new Class I shall be
elected for a term expiring at the third annual meeting of shareholders
following their election and upon the election and qualification of their
respective successors; at the annual shareholders meeting in 2002, the terms of
the initial Class II directors shall expire and a new Class II shall be elected
for a term expiring at the third annual meeting of shareholders following their
election and upon the election and qualification of their respective successors;
and at the annual shareholders meeting in 2003, the terms of the initial Class
III directors shall expire and a new Class III shall be elected for a term
expiring at the third annual meeting of shareholders following their election
and upon the election and qualification of their respective successors. At each
succeeding annual meeting of shareholders, successors to the class of directors
whose term expires at the annual meeting of shareholders shall be elected for a
term expiring at the third annual meeting of shareholders following their
election and upon the election and qualification of their respective successor.
Except as provided in Section 6.3, a director shall be elected by the
affirmative vote of the
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holders of a plurality of the shares represented at the meeting of shareholders
at which the director stands for election and entitled to elect such director.
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
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.
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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
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.
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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 January 30,
2001 and by the sole shareholder of the Corporation on January 30, 2001.
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
30/th/ day of January, 2001.
GLOBAL PAYMENTS INC.
By: /s/ Paul R. Garcia
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APPENDIX A
TO
THE ARTICLES OF INCORPORATION
OF
GLOBAL PAYMENTS INC.
DESIGNATING THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
There is hereby designated, out of the authorized but unissued shares of
Preferred Stock of the Corporation, a series thereof, and the number of shares,
voting powers, designation, preferences, and relative, participating, optional,
and other special rights, and the qualifications, limitations, and restrictions
thereof, of the shares of such series (in addition to those set forth in the
Articles of Incorporation which are applicable to the Preferred Stock of all
series), shall be as follows:
1. Series A Junior Participating Preferred Stock. There is hereby
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established a series of Preferred Stock, no par value per share, of the
Corporation, and the designation and certain terms, powers, preferences and
other rights of the shares of such series, and certain qualifications,
limitations and restrictions thereon, are hereby fixed as follows:
(i) The distinctive serial designation of this series shall be
"Series A Junior Participating Preferred Stock" (hereinafter called "this
Series"). Each share of this Series shall be identical in all respects with the
other shares of this Series except as to the dates from and after which
dividends thereon shall be cumulative.
(ii) The number of shares in this Series shall initially be 200,000
which number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors. Shares of this Series
purchased by the Corporation shall be canceled and shall revert to authorized
but unissued shares of Preferred Stock undesignated as to series. Shares of
this Series may be issued in fractional shares, which fractional shares shall
entitle the holder, in proportion to such holder's fractional share, to all
rights of a holder of a whole share of this Series.
(iii) The holders of full or fractional shares of this Series shall
be entitled to receive, when and as declared by the Board of Directors, but only
out of funds legally available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or distributions payable
in Common Stock of the Corporation) are payable on or in respect of Common Stock
comprising part of the Reference Package (as defined below), in an amount per
whole share of this Series equal to the aggregate amount of dividends or other
distributions (other than dividends or distributions payable in Common Stock of
the Corporation) that would be payable on such date to a holder of the Reference
Package and (B) on the last day of March, June, September and December in each
year, in an amount per whole share of this Series equal to the excess (if any)
of $1.00 over the aggregate dividends paid per whole share of this Series during
the three-month period ending on such last day. Each such dividend shall be
paid to the holders of record of shares of this Series on the date, not
exceeding 60 days preceding such
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dividend or distribution payment date, fixed for that purpose by the Board of
Directors in advance of payment of each particular dividend or distribution.
Dividends on each full and each fractional share of this Series shall be
cumulative from the date such full or fractional share is originally issued;
provided that any such full or fractional share originally issued after a
dividend record date and on or prior to the dividend payment date to which such
record date relates shall not be entitled to receive the dividend payable on
such dividend payment date or any amount in respect of the period from such
original issuance to such dividend payment date.
The term "Reference Package" shall initially mean 1000 shares of
Common Stock, no par value ("Common Stock"), of the Corporation. In the event
the Corporation shall at any time (A) declare or pay a dividend on any Common
Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any
Common Stock into a smaller number of shares, then and in each such case the
Reference Package after such event shall be the Common Stock that a holder of
the Reference Package immediately prior to such event would hold thereafter as a
result thereof.
Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on this Series.
So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to
this Series as to dividends and upon liquidation) shall be declared or paid or
set aside for payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to this Series as to dividends or
upon liquidation, nor shall any Common Stock nor any other stock of the
Corporation ranking junior to or on a parity with this Series as to dividends or
upon liquidation be redeemed, purchased or otherwise acquired for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation (except by
conversion into or exchange for stock of the Corporation ranking junior to this
Series as to dividends and upon liquidation), unless, in each case, the full
cumulative dividends (including the dividend to be due upon payment of such
dividend, distribution, redemption, purchase or other acquisition) on all
outstanding shares of this Series shall have been, or shall contemporaneously
be, paid.
(iv) In the event of any merger, consolidation, reclassification or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case the shares of this Series shall at the same time be similarly
exchanged or changed in an amount per whole share equal to the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, that a holder of the Reference Package would be entitled to receive
as a result of such transaction.
(v) In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
full and fractional shares of this Series shall be entitled, before any
distribution or payment is made on any date to the holders of the Common Stock
or any other stock of the Corporation ranking junior to this Series upon
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liquidation, to be paid in full an amount per whole share of this Series equal
to the greater of (A) $1.00 or (B) the aggregate amount distributed or to be
distributed prior to such date in connection with such liquidation, dissolution
or winding up to a holder of the Reference Package (such greater amount being
hereinafter referred to as the "Liquidation Preference"), together with accrued
dividends to such distribution or payment date, whether or not earned or
declared. If such payment shall have been made in full to all holders of shares
of this Series, the holders of shares of this Series as such shall have no right
or claim to any of the remaining assets of the Corporation.
In the event the assets of the Corporation available for distribution
to the holders of shares of this Series upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to the first paragraph of this Section (v), no such distribution shall
be made on account of any shares of any other class or series of Preferred Stock
ranking on a parity with the shares of this Series upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in proportion to the full
distributable, amounts for which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.
Upon the liquidation, dissolution or winding up of the Corporation,
the holders of shares of this Series then outstanding shall be entitled to be
paid out of assets of the Corporation available for distribution to its
shareholders all amounts to which such holders are entitled pursuant to the
first paragraph of this Section (v) before any payment shall be made to the
holders of Common Stock or any other stock of the Corporation ranking junior
upon liquidation to this Series.
For the purposes of this Section (v), the consolidation or merger of,
or binding share exchange by, the Corporation with any other corporation shall
not be deemed to constitute a liquidation, dissolution or winding up of the
corporation.
(vi) The shares of this Series shall not be redeemable.
(vii) In addition to any other vote or consent of shareholders
required by law or by the Certificate of Incorporation of the Corporation, each
whole share of this Series shall, on any matter, vote as a class with any other
capital stock comprising part of the Reference Package and voting on such matter
and shall have the number of votes thereon that a holder of the Reference
Package would have.
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