EXHIBIT 3.1
STATE OF ALABAMA (S).
(S). ss.
TUSCALOOSA COUNTY (S).
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GLOBE MANUFACTURING CORP.
formerly known as
GLOBE ELASTIC CO., INC.
KNOW ALL PERSONS BY THESE PRESENTS,
That I, the undersigned Lawrence R. Walsh, Vice President, Finance and
Administration of Globe Manufacturing Corp., formerly known as Globe Elastic
Co., Inc., an Alabama business corporation, hereby certify that these Amended
and Restated Articles of Incorporation have been duly adopted in accordance with
sections 10-2B-10.06 and -10.07 of the Alabama Business Corporation Act, as
amended, and hereby deliver these Amended and Restated Articles of Incorporation
of Globe Manufacturing Corp. to the Probate Judge of Tuscaloosa County, in
accordance with section 10-2B-10.06 of said Act.
1. The name of the corporation listed in the Articles of Incorporation
filed of record in the Office of the Judge of Probate of Tuscaloosa County,
Alabama, in Incorporation Book 107, at Page 80, and amended at Incorporation
Book 110, at Page 128, is Globe Elastic Co., Inc. The name of the corporation is
being changed to Globe Manufacturing Corp. by virtue of these Amended and
Restated Articles of Incorporation.
2. These Amended and Restated Articles of Incorporation restate,
integrate, and correctly set forth the corresponding provisions of the Articles
of Incorporation as heretofore amended and these Amended and Restated Articles
of Incorporation supersede the original Articles of Incorporation and all prior
amendments thereto.
3. These Amended and Restated Articles of Incorporation contain
amendments to the articles of incorporation requiring shareholder approval.
4. The capital of the Corporation will not be reduced by reason of the
adoption of these Amended and Restated Articles of Incorporation.
5. These Amended and Restated Articles of Incorporation have been duly
adopted in accordance with sections 10-2B-10.06, -10.07, and -8.21 of the
Alabama Business Corporation Act, as amended.
6. These Amended and Restated Articles of Incorporation were adopted by
the shareholder and board of directors of Globe Elastic Co., Inc. on the 31st
day of July, 1998.
7. The number of shares of voting stock of Globe Elastic Co., Inc.
outstanding at the time of such adoption was 1,000; and the number of shares of
voting stock entitled to vote thereon was 1,000.
8. The number of shares voted for the amendment and restatement was
1,000; and the number
of shares voting against such amendment and restatement was 0.
9. Because the name of the corporation is being changed by virtue of
this amendment, each shareholder shall surrender its shares to the secretary in
exchange for re-issued shares of the corporation showing the new name of the
corporation.
10. The text of the Articles of Incorporation is hereby amended and
restated to read as follows:
SECTION 1. NAME OF CORPORATION
The name of the corporation shall be Globe Manufacturing Corp.
SECTION 2. PURPOSES
The nature of the business and the purposes for which the corporation
is formed shall be as follows:
SECTION 2.1 SPECIFIC PURPOSE
SECTION 2.1.1 To acquire by purchase, lease, or otherwise, and to equip,
maintain and operate one or more manufacturing facilities for the purpose of
producing items to be used in clothing and related uses, including, but not
limited to, the production of elastomeric fibers and to transact all other
lawful business for which corporations may be incorporated under the Alabama
Business Corporation Act General Powers
SECTION 2.1.2 To exercise all powers granted corporations by the Alabama
Business Corporation Act, as from time to time amended.
SECTION 2.1.3 To do all things necessary, desirable, or expedient in the
operation, management, and conduct of the aforesaid business.
SECTION 2.1.4 To guarantee, act as surety for, endorse, and act as
accommodation maker for any debt of the shareholders of the corporation,
subsidiaries of the corporation (regardless of the percentage of ownership held
by the corporation), corporations the stock of which is owned by a shareholder
of the corporation (regardless of the percentage of ownership held by such
shareholder), and any other persons, regardless of the presence or adequacy of
the consideration to be received by the corporation for so doing or the presence
or adequacy of any direct or indirect benefit to the corporation, upon a vote of
a majority of the board of directors of the corporation. "Debt" includes
liquidated and unliquidated amounts, amounts arising ex contractu and ex
delicto, and amounts fixed or contingent and matured or unmatured, whether new,
pre-existing, renewed, or extended, regardless of the terms thereof.
SECTION 3. REGISTERED OFFICE AND AGENT
The present address of the registered office of the Corporation is 1301
Industrial Park Drive, Tuscaloosa, Alabama 35401, and the registered agent at
such address is B.H. Wright.
SECTION 4. DURATION
The duration of the corporation shall be perpetual unless the
corporation is dissolved by law or otherwise terminated.
SECTION 5. SHARES
The corporation shall be authorized to issue 5,000 common shares having
a par value of $1.00 each.
SECTION 6. INCORPORATOR
The name and address of the incorporator is as follows:
NAME ADDRESS
---- -------
Bert M. Guy Tuscaloosa, Alabama
SECTION 7. DIRECTORS
The initial board of directors consisted of one director, and
thereafter the board of directors shall have such number of directors as may be
fixed by the bylaws.
SECTION 8. VOTING
At any meeting of the shareholders of the corporation, a shareholder of
record shall be entitled to one vote for each share standing in his or her name.
Shares may be voted by the shareholders either in person or by proxy.
SECTION 9. PREEMPTIVE RIGHTS
Each shareholder shall have a preemptive right to purchase additional
or treasury shares of the corporation under section 10-2B-6.30 of the Alabama
Business Corporation Act.
SECTION 10. MANAGEMENT
The business and affairs of the corporation shall be managed and
conducted in accordance with the bylaws of the corporation.
SECTION 11. VACANCIES
The board of directors may fill any vacancy on the board, including
those vacancies resulting from an increase in the number of directors.
SECTION 12. SHARES NONASSESSABLE
The shares of the corporation, when fully paid for in accordance with
the subscription therefor, shall be fully paid and nonassessable; and in no case
shall any shareholder be liable other than for the unpaid shares subscribed for
by him.
SECTION 13. AMENDMENTS
The corporation reserves the right to amend or repeal any provision of
these articles of incorporation in the manner provided by law; and all rights
conferred upon the officers, directors, and shareholders of the corporation are
granted subject to this reservation.
IN WITNESS WHEREOF, the corporation has caused these Amended and
Restated Articles of Incorporation to be signed by Lawrence R. Walsh, its Vice
President, Finance & Administration, effective as of the 31st day of July, 1998.
/s/ Lawrence R. Walsh
-------------------------------------
Lawrence R. Walsh
As Vice President, Finance &
Administration of Globe Manufacturing
Corp.
THIS INSTRUMENT PREPARED BY:
Jay F. Guin
TANNER & GUIN, L.L.C.
Attorneys at Law
Capitol Park Center
2711 University Boulevard (35401)
P. O. Box 3206
Tuscaloosa, Alabama 35403
Telephone: (205) 349-4300
Facsimile: (205) 349-4332