EXHIBIT 3.1
FIRST AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SPORTS RESORTS INTERNATIONAL, INC.
ARTICLE I
NAME
The name of the corporation is Sports Resorts International, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the Corporation's registered office in the State of Michigan is
951 Aiken Road, Owosso, Michigan 48867. The name of its registered agent at such
address is Gregory T. Strzynski.
ARTICLE III
PURPOSES
The nature of the business or purpose to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the Business Corporation Act of Michigan.
ARTICLE IV
CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority
to issue is 70,000,000 shares of Common Stock, each with a par value of $0.01,
and 5,000,000 shares of Preferred Stock, each with a par value of $0.01.
Preferred Shares may be issued in series, each series being composed of such
number of shares and having such dividend, liquidation, voting, conversion,
redemption and other rights, if any, as the Board of Directors may determine
from time to time by resolution.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator is Gregory T. Strzynski, 951
Aiken Road, Owosso, Michigan 48867.
ARTICLE VI
DURATION
The Corporation is to have perpetual existence.
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ARTICLE VII
BOARD OF DIRECTORS; NUMBER; CLASSIFICATION; VACANCIES
(a) The number of directors constituting the entire Board shall be not
less than five (5) nor more than fifteen (15) as fixed from time to time by vote
of a majority of the entire Board, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office. Each director shall be the record owner of one or more shares of
Common Stock of the Corporation.
(b) The Board of Directors shall be divided into three classes, as
nearly equal in numbers as the then total number of directors constituting the
entire Board permits with the term of office of one class expiring each year. At
the annual meeting of shareholders in June, 1995, or the adjournment thereof,
directors of the first class shall be elected to hold office for a term expiring
at the next annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting, and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting.
(c) Any vacancies in the Board or Directors for any reason, and any
directorships resulting from any increase in the number of directors, may be
filled only by the Board of Directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of the class for which such directors shall
have been chosen and until their successors shall be elected and qualified.
Subject to the foregoing, at each annual meeting of shareholders the successors
to the class of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.
Notwithstanding the foregoing, if the holders of any class or series of
Preferred Stock are entitled to elect one or more directors to the exclusion of
other shareholders, vacancies of that class or series may be filled only by
majority vote of the directors elected by that class or series then in office,
whether or not a quorum, or by the holders of that class or series.
ARTICLE VIII
BOARD AUTHORITY
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
To make, alter or repeal the Bylaws of the Corporation.
To adopt resolutions to issue shares of Preferred Stock, in such amounts and
series, and with such dividend, liquidation, voting, conversion, redemption and
other rights as shall be set forth in the resolution, and to execute,
acknowledge, and file a certificate setting forth a copy of such resolution(s)
and the number of shares of stock of such class or series as to which the
resolution(s) apply, pursuant to Michigan law. Upon filings, the certificate
shall constitute an amendment to these Articles of Incorporation.
To authorize and cause to be executed mortgages and liens upon the real property
of the Corporation.
To set apart out of any of the funds of the Corporation available for dividends
a reserve or reserves for any proper purpose and to abolish any such reserve in
the manner in which it was created.
By a majority vote of the whole Board, to designate one or more committees, each
committee to consist of one or more directors of the Corporation. The Board may
designate one or more directors as alternate
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members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. The Bylaws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, or in the Bylaws of the Corporation, shall have and may
exercise all of the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the corporation or a revocation of a dissolution,
or amending the Bylaws of the Corporation; and, unless the resolution or Bylaws
expressly so provide, no such committee shall have the power or authority to
declare a dividend or distribution or to authorize the issuance of stock.
When and as authorized by the shareholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its goodwill and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or securities of,
any other corporation or corporations, as its Board of Directors shall deem
expedient or for the best interest of the corporation.
ARTICLE IX
ELECTION OF DIRECTORS; LOCATION OF MEETINGS, BOOKS, AND OFFICES
Elections of the directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide. If the Bylaws so provide, the shareholders and
directors shall have power to hold meetings, to keep the books, documents and
papers of the Corporation outside the state of Michigan, and to have one or more
offices within or without the state of Michigan, at such places as may be from
time to time designated by the Bylaws or by resolution of the shareholders or
directors, except as otherwise required by the laws of Michigan. Notwithstanding
the foregoing, neither the directors nor the shareholders shall have power to
keep the original and duplicate stock ledger outside the state of Michigan.
ARTICLE X
REMOVAL
One or more directors may be removed by the shareholders, with or without cause.
Notwithstanding the foregoing if the holders of any class or series of Preferred
Stock are entitled to elect one or more directors to the exclusion of the other
shareholders, the directors elected by that class or series may be removed only
by the holders of that class or series.
ARTICLE XI
CREDITOR ARRANGEMENTS
When a compromise or plan of reorganization of this Corporation is proposed
between this Corporation and its creditors or any class of them or between this
Corporation and its shareholders or any class of them, a court of equity
jurisdiction within the state, on application of this Corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation may order a meeting of the creditors or class of creditors or of
the shareholders or class of shareholders to be affected by the
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proposed compromise or arrangement or reorganization to be summoned in such
manner as the court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, or of the shareholders or class
of shareholders to be affected by the proposed compromise or arrangement or
reorganization, agree to a compromise or arrangement or a reorganization of this
Corporation as consequence of compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the shareholders or class of shareholders and also on this
Corporation.
ARTICLE XII
AMENDMENT OF ARTICLES OF INCORPORATION
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 statutes of Michigan, and all rights and powers
conferred on directors and shareholders prescribed herein are subject to this
reservation; provided, however, that this Article XII, as well as the following
provisions of these Articles of Incorporation, may not be amended, altered,
changed or repealed, nor may any provision inconsistent with the following
provisions be adopted, without the approval of at least 66 2/3 percent of the
total voting power of all shares of stock entitled to vote, voting together as a
single class at an annual or special meeting of shareholders: (i) Article IX,
relating to the election of directors, (ii) Article X, relating to the removal
of directors, (iii) Article XIII, relating to the power of shareholders to alter
the Corporation's Bylaws, and (iv) Article XIV, relating to the right of the
right of shareholders to call a special shareholder meeting without approval of
the Board of Directors.
ARTICLE XIII
AMENDMENT OF BYLAWS
The Bylaws of the Corporation may be repealed, altered, amended or rescinded at
any time by the Board of Directors without shareholder approval. The Bylaws of
the Corporation may not be amended by the shareholders of the Corporation except
upon the affirmative vote of at least 66 2/3 percent of the total voting power
of all shares of stock entitled to vote in the election of directors, voting
together as a single class at an annual or special meeting of shareholders.
ARTICLE XIV
SPECIAL SHAREHOLDER MEETINGS
Special Shareholder meetings may be called by the Board of Directors or a
committee of the Board authorized to call special shareholder meetings. The
shareholders of the Corporation shall not have the power or ability to call a
special shareholder meeting, except as provided in the Bylaws or under the
Michigan Business Corporation Act.
ARTICLE XV
SHAREHOLDER ACTION WITHOUT A MEETING
Any action required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without notice, and without a vote,
provided that (i) written consents setting forth the action taken are signed by
the holders of record of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, and
(ii) the Board of Directors ratifies the action to be taken in advance.
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ARTICLE XVI
OPTION OUT OF MICHIGAN BUSINESS COMBINATION STATUTE
The Corporation shall not be governed by Section 780 of the Michigan Business
Corporation Act.
ARTICLE XVII
OPTION OUT OF MICHIGAN
CONTROL SHARE ACQUISITION STATUTE
The corporation shall not be governed by Sections 790 through 799 of the
Michigan Business Corporation Act.
ARTICLE XVIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any director of the Corporation who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding by reason of the fact that he or she is or
was a director or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted by the
Michigan Business Corporation Act in the absence of rights granted under
Articles of Incorporation, Bylaws, or a contractual agreement. The Corporation
may further indemnify directors, and may indemnify persons who are not
directors, as authorized by Bylaws, resolution of the Board of Directors, or
contractual agreement authorized by the Board of Directors. Changes in these
Articles or in the Bylaws reducing the scope of indemnification shall not apply
to actions or omissions occurring before such change.
ARTICLE XIX
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for a breach of fiduciary duty as a
director, except that a director's liability is not limited for:
(1) a breach of the director's duty of loyalty to the Corporation or
its shareholders;
(2) acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law;
(3) a violation of Section 551(1) of the Michigan Business Corporation
Act, which section relates to the making of unauthorized dividends,
distributions, or loans; or
(4) a transaction from which the director derived an improper personal
benefit.
If the Michigan Business Corporation Act is amended to further eliminate or
limit the liability of a director, then a director of the Corporation (in
addition to the circumstances in which a director is not personally liable as
set forth in the preceding paragraph) shall, to the fullest extent permitted by
the Michigan Business Corporation Act, as so amended, not be liable to the
Corporation or its shareholders. No amendment to or modification or repeal of
this Article shall increase the liability of any director of the
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Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment, modification or repeal.
This Article applies only to acts or omissions and to breaches of fiduciary duty
occurring after this Article became effective.
ARTICLE XX
DENIAL OF PREEMPTIVE RIGHTS
The holders of the Common Stock shall have no preemptive rights to subscribe for
any shares of any class of stock of the Corporation whether now or hereafter
authorized.
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