EXHIBIT 4.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CERTEGY INC.
ARTICLE I
The name of the Corporation is Certegy Inc.
ARTICLE II
The Corporation shall have authority to issue Four Hundred Million
(400,000,000) shares, of which Three Hundred Million (300,000,000) shares shall
be designated "Common Stock" and have a par value of $.01 per share and One
Hundred Million (100,000,000) shares shall be designated "Preferred Stock" and
have a par value of $.01 per share. Shares that are reacquired by the
Corporation shall be classified as treasury shares unless the terms of such
shares provide to the contrary or unless retired and canceled in the discretion
of the Board of Directors. Any reacquired shares that are retired and canceled
shall constitute authorized but unissued shares unless the terms of such shares
provide to the contrary. Any treasury shares may be resold or otherwise
reissued in the discretion of the Board of Directors, subject to the provisions
of these Amended and Restated Articles of Incorporation. The voting powers,
preferences, designations, rights, qualifications, limitations and restrictions
of or on each class and series of the shares of the Corporation shall be as
follows:
COMMON STOCK
Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article
II, the Common Stock of the Corporation shall possess all such rights and
privileges as are afforded to capital stock by applicable law in the absence of
any express grant of rights or privileges provided for herein, including, but
not limited to, the following rights and privileges:
(a) Dividends may be declared and paid or set apart for payment upon
the Common Stock out of any assets or funds of the Corporation legally available
for the payment of dividends;
(b) The holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring shareholder action,
each share being entitled to one vote; and
(c) Upon the voluntary or involuntary dissolution of the Corporation,
the net assets of the Corporation available for distribution shall be
distributed pro rata to the holders of the Common Stock in accordance with the
number of shares of Common Stock held by them.
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The number of shares of each series
of Preferred Stock, and the voting
powers, designations, preferences, rights, qualifications, limitations and
restrictions of or on such shares shall be as fixed and determined by the Board
of Directors prior to the issuance of any such shares, in the manner provided by
law. The authority of the Board of Directors with respect to each series of the
Preferred Stock shall include, without limiting the generality of the foregoing,
the establishment of any or all of the voting powers, preferences, designations,
rights, qualifications, limitations and restrictions described in Section 14-2-
601(d) of the Georgia Business Corporation Code and any others determined by the
Board of Directors, any of which may be different from or the same as those of
any other class or series of the Corporation's shares.
The Board of Directors is expressly authorized at any time to adopt
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series of Preferred Stock and at any time
and from time to time to file articles of amendment which are effective without
shareholder action to increase or decrease the number of shares included in any
series of Preferred Stock (but not to decrease the number of shares in any
series below the number of shares then issued), to eliminate the series where no
shares are issued, or to set or change in any one or more respects the voting
powers, preferences, designations, rights, qualifications, limitations or
restrictions relating to the shares of the series, except as otherwise provided
by law or in the articles of amendment establishing any such series.
ARTICLE III
Except as otherwise provided in these Amended and Restated Articles of
Incorporation or pursuant to the terms of any authorized series of Preferred
Stock or by action of the Board of Directors pursuant to the Georgia Business
Corporation Code, the vote required for shareholder action on all matters shall
be the minimum vote required by the Georgia Business Corporation Code.
ARTICLE IV
(a) The business and affairs of the Corporation shall be managed by,
or under the direction of, a Board of Directors comprised as follows:
1. The number of directors shall be not less than five, nor
more than fifteen, and shall be fixed within such range by the
Board of Directors.
2. The directors shall be divided into three classes,
designated as Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors.
Each initial director in Class I shall hold office for a term
that expires at the first annual meeting of shareholders after
his election; each initial director in Class II shall hold office
for a term that expires at the second annual meeting of
shareholders after his election; and each initial director in
Class III shall hold office for a term that expires at the third
annual meeting of shareholders after his election. At each annual
meeting of shareholders, successors to the class of directors
whose term expires at that annual meeting of shareholders shall
be elected for a three-year term. If the number of directors has
changed, any increase
2
or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as
possible. Any additional director of any class elected by the
shareholders to the Board of Directors to fill a vacancy
resulting from an increase in such a class shall hold office for
a term that shall coincide with the remaining term of that class.
Any additional director of any class elected by the Board of
Directors to fill a vacancy resulting from an increase in such a
class shall hold office for a term that shall expire at the next
annual meeting of shareholders, and, if such newly-created
directorship is to be continued, a nominee therefor shall be
submitted to the shareholders for their vote. In no case shall a
decrease in the number of directors for a class shorten the term
of an incumbent director. A director shall hold office until the
annual meeting of shareholders for the year in which such
director's term expires and until his or her successor shall be
elected and qualified, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
3. Any vacancy on the Board of Directors that results from an
increase in the number of directors or from prior death,
resignation, retirement, disqualification or removal from office
of a director shall be filled by a majority of the Board of
Directors then in office, though less than a quorum, or by the
sole remaining director. Any director elected to fill a vacancy
resulting from prior death, resignation, retirement,
disqualification or removal from office of a director, shall have
the same remaining term as that of his or her predecessor.
(b) Except as may be prohibited by law or by these Amended and
Restated Articles of Incorporation, the Board of Directors shall have the right
to make, alter, amend, change, add to, or repeal the bylaws of the Corporation,
and have the right (which, to the extent exercised, shall be exclusive) to
establish the rights, powers, duties, rules and procedures that from time to
time shall govern the Board of Directors and its members, including without
limitation, the vote required for any action by the Board of Directors, and that
from time to time shall affect the directors' powers to manage the business and
affairs of the Corporation. No bylaw shall be adopted by shareholders that
shall impair or impede the implementation of the foregoing.
(c) Notwithstanding any other provisions of these Amended and
Restated Articles of Incorporation or the bylaws of the Corporation (and
notwithstanding the fact that a lesser percentage for separate class vote for
certain actions may be permitted by law, by these Amended and Restated Articles
of Incorporation or by the bylaws of the Corporation), the affirmative vote of
the holders of not less than two-thirds (2/3) of the votes entitled to be cast
by the holders of all of the outstanding shares of the Corporation then entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to amend or repeal this Article IV or to adopt any
provision of these Amended and Restated Articles of Incorporation or the bylaws
of the Corporation inconsistent with this Article IV. The holder of each share
of the Corporation entitled to vote thereon shall be entitled to cast the same
number of votes as the holder of such shares is entitled to cast generally in
the election of each director. This Article IV (c) shall not apply, and such
two-thirds (2/3) vote shall not be required, with respect to any amendment or
repeal of any provision of this Article IV or the adoption of any such
inconsistent provision, if such amendment, repeal or adoption is recommended by
a majority of the Board of Directors.
3
(d) The invalidity or unenforceability of this Article IV, or any
portion hereof, or of any action taken pursuant to this Article IV shall not
affect the validity or enforceability of any other provision of these Amended
and Restated Articles of Incorporation, any action taken pursuant to such other
provision, or any action taken pursuant to this Article IV.
ARTICLE V
(a) No director shall have any liability to the Corporation or to its
shareholders for monetary damages for any action taken, or any failure to take
action, as a director, except for:
(1) any appropriation of any business opportunity of the
Corporation in violation of the director's duties;
(2) acts or omissions which involve intentional misconduct or a
knowing violation of law;
(3) the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or
(4) any transaction from which the director received an improper
personal benefit.
(b) Any repeal or modification of the provisions of this Article V 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. If the Georgia Business Corporation Code
is amended, after this Article V 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.
ARTICLE VI
The Corporation shall indemnify its officers and directors to the
fullest extent permitted under the Georgia Business Corporation Code. Such
indemnification shall not be deemed exclusive of any additional indemnification
that the Board of Directors may deem advisable or of any rights to which those
indemnified may otherwise be entitled. The Board of Directors of the
Corporation may determine from time-to-time whether and to what extent to
maintain insurance providing indemnification for officers and directors and such
insurance need not be limited to the Corporation's power of indemnification
under the Georgia Business Corporation Code. Any repeal or modification of the
provisions of this Article VI by the shareholders of the Corporation shall be
prospective only and shall not adversely affect any right to indemnification of
a director or officer of the Corporation with respect to any act or omission
occurring prior to the effective date of such repeal or modification.
4
ARTICLE VII
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 and its subsidiaries, 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 VII shall be deemed solely to grant discretionary
authority to the directors and shall not be deemed to provide to any
constituency any right to be considered.
ARTICLE VIII
References herein to the Georgia Business Corporation Code shall be
deemed to include any amendments to such Code hereinafter enacted. In the event
that any of the provisions of these Amended and Restated Articles of
Incorporation (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.
IN WITNESS WHEREOF, the undersigned has caused these Amended and
Restated Articles of Incorporation to be executed by a duly authorized officer
of the Corporation on the 29th day of June, 2001.
CERTEGY INC.
By: /s/ Bruce S. Richards
-----------------------------------------
Bruce S. Richards
Corporate Vice President, General
Counsel and Secretary
5