Exhibit 3.18
WIDE OPEN PERFORMANCE WEAR, INC.
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is Wide Open Performance Wear, Inc.
ARTICLE II
PURPOSE
The Corporation is organized to engage in any lawful business not required
by the Virginia Stock Corporation Act to be stated in the Articles of
Incorporation.
ARTICLE III
AUTHORIZED SHARES
A. Number and Designation. The number and designation of shares that the
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Corporation shall have authority to issue and the par value per share are as
follows:
Class Number of Shares Par Value
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Common 5,000 $1.00
3.2 Preemptive Rights. No holder of outstanding shares shall have any
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preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such shares, or (iii) any obligations convertible into any such
shares or into warrants, rights or options to purchase any such shares.
3.3 Voting; Distributions. The holders of the Common Shares shall have
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unlimited voting rights and are entitled to receive the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
3.4 Vacancies on Board of Directors. Any vacancy which occurs on the
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Board of Directors, including a vacancy resulting from an increase in the number
of directors, shall be filled only by the shareholders.
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3.5 Bylaw Amendments. The Bylaws of the Corporation shall not be amended
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except by the affirmative vote of the holders of more than two-thirds of all the
outstanding Common Shares of the Corporation.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation, which is
located in the City of Richmond, Virginia, is c/o McGuire, Woods, Battle &
Boothe, L.L.P., One James Center, 901 E. Cary Street, Richmond, VA 23219. The
initial registered agent of the Corporation is Larry M. Goodall, Esq., whose
business office is identical with the registered office and who is a resident of
Virginia and a member of the Virginia State Bar.
ARTICLE V
LIMIT ON LIABILITY AND INDEMNIFICATION
5.1 Limit on Liability. In every instance in which the Virginia Stock
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Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of liability of directors or officers of a
corporation to the corporation or its shareholders, the directors and officers
of the Corporation shall not be liable to the Corporation or its shareholders.
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5.2 Mandatory Indemnification. The Corporation (the term "Corporation" as
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used in this Section 5.2 shall mean this Corporation only and no predecessor
entity or other legal entity) shall indemnify any individual who is, was or is
threatened to be made a party to a civil, criminal, administrative,
investigative or other proceeding (including a proceeding by or in the right of
the Corporation or by or on behalf of its shareholders) because such individual
is or was a director or officer of the Corporation or of any legal entity
controlled by the Corporation, or is a fiduciary of any employee benefit plan
established at the direction of the Corporation, against all liabilities and
reasonable expenses incurred by him or her on account of the proceeding, except
such liabilities and expenses as are incurred because of his or her willful
misconduct or knowing violation of the criminal law. Before any indemnification
is paid a determination shall be made that indemnification is permissible in the
circumstances because the person seeking indemnification has met the standard of
conduct set forth above. Such determination shall be made in the manner
provided by Virginia law for determining that indemnification of a director is
permissible, provided, however, that if a majority of the directors of the
Corporation has changed after the date of the alleged conduct giving rise to a
claim for indemnification, the determination that indemnification is permissible
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the Board of Directors and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursement for expenses incurred by any
of the persons named above upon receipt of an undertaking from him or her to
repay the same if it is ultimately determined that such individual is not
entitled to indemnification. The Corporation is authorized to contract in
advance to indemnify any of the persons named above to the extent it is required
to indemnify them pursuant to the provisions of this Section 5.2.
5.3 Miscellaneous. The rights of each person entitled to indemnification
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under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Indemnification pursuant to this Article shall not be
exclusive of any other right of indemnification to which any person may be
entitled, including indemnification pursuant to a valid contract,
indemnification by legal entities other than the Corporation and indemnification
under policies of insurance purchased and maintained by the Corporation or
others. However, no person shall be
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entitled to indemnification by the Corporation to the extent such person is
indemnified by another, including an insurer.
Dated: October 5, 1995
By: /s/ Larry M. Goodall
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Larry M. Goodall, Incorporator
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