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EXHIBIT 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BTG, INC.
ARTICLE 1. NAME
The name of this corporation is BTG, Inc. (the "Corporation").
ARTICLE 2. PURPOSE
The purpose of the Corporation is to engage in any lawful
business not required to be set forth in the articles of incorporation for
which corporations may be organized under the Virginia Stock Corporation Act.
ARTICLE 3. CAPITAL STOCK
The total number of shares that the Corporation shall have
authority to issue is eleven million (11,000,000) shares, of which ten million
(10,000,000) shares shall be Common Stock ("Common Stock") and one million
(1,000,000) shares shall be Preferred Stock ("Preferred Stock"). To the extent
permitted by the Virginia Stock Corporation Act, the Board of Directors, by an
adoption of an amendment to the articles of incorporation, may fix in whole or
part, the preferences, limitations and relative rights of (i) any class or
shares before the issuance of any shares of that class or (ii) one or more
series within a class before the issuance of any shares of that series.
ARTICLE 4. DURATION
The duration of the Corporation shall be perpetual.
ARTICLE 5. BOARD OF DIRECTORS
5.1 TERMS OF DIRECTORS
The directors shall be classified with respect to the time for
which they severally hold office into three classes, Class I, Class II and
Class III, with each group containing one-third of the total, as near as may
be, and as shall be adjusted from time to time by the Board of Directors of the
Corporation to maintain such proportionality. Each initial director in Class I
shall hold office for a term expiring
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at the 1997 annual meeting of shareholders; each initial director in Class II
shall hold office for a term expiring at the 1996 annual meeting of
shareholders; and each initial director in Class III shall hold office for a
term expiring at the 1995 annual meeting of shareholders. Notwithstanding the
foregoing provisions of this Section 5.1, each director shall serve until such
director's successor is duly elected and qualified or until such director's
earlier death, resignation or removal. At each annual meeting of shareholders,
the successors to the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their election and
until their successors have been duly elected and qualified or until any such
director's earlier death, resignation or removal.
5.2 NUMBER OF DIRECTORS
(a) The total number of directors on the Board of
Directors shall be within a variable range of a maximum of fifteen (15)
directors and a minimum of seven (7) directors. The number of directors shall
be as fixed or changed from time to time by (i) the Board of Directors, within
the minimum and maximum, or (ii) the affirmative vote, at a meeting of the
shareholders called for such a purpose, of not less than 66-2/3% of the total
number of votes of the then outstanding shares of stock of the Corporation
entitled to vote, voting together as a single class, but only if notice of such
proposal was contained in the notice of such meeting.
(b) In the event of any increase or decrease in the
number of directors, the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
as equal as possible. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
5.3 REMOVAL OF DIRECTORS
(a) Except as otherwise provided pursuant to the
provisions of the articles of incorporation relating to the rights of the
holders of any class or series of shares of Preferred Stock, voting separately
by class or series, to elect directors under specified circumstances, any
director or directors may be removed from office at any time, but only for
cause (as defined in Section 5.3(b) hereof) and only by the affirmative vote,
at a meeting of the shareholders called for such a purpose, of not less than
66-2/3% of the total number of votes of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, but only if notice of such proposal was contained
in the notice of such meeting. At least 30 days prior to such meeting of
shareholders, written notice shall be sent to the director or directors whose
removal will be considered at such meeting.
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(b) For purposes of this Section 5.3, "cause" shall mean
(i) conduct as a director of the Corporation or any subsidiary involving
dishonesty of a material nature or (ii) criminal conduct (other than minor
infractions and traffic violations) that relates to the performance of the
director's duties as a director of the Corporation or any subsidiary.
5.4 VACANCIES ON THE BOARD OF DIRECTORS
Any vacancy occurring on the Board of Directors resulting from
resignation, removal, death, an increase in the number of directors, or
otherwise shall be filled only by vote of a majority of the directors then in
office, whether or not a quorum, and the term of any directors so chosen shall
expire at the next shareholders meeting at which directors are elected and
until their successors shall be elected and qualified or until any such
director's earlier death, resignation or removal.
5.5 DIRECTORS ELECTED BY HOLDERS OF PREFERRED STOCK
The Board of Directors shall have the authority to authorize
the election of all or a specified number of directors by the holders of one or
more authorized classes of shares of Preferred Stock. Each class, or classes,
of shares entitled to elect one or more directors is a separate voting group
for purposes of the election of directors.
ARTICLE 6. PREEMPTIVE RIGHTS
No shareholder of the Corporation shall have any preemptive
rights to purchase, subscribe for or otherwise acquire any stock or other
securities of the Corporation, whether now or hereafter authorized, and any and
all preemptive rights hereby are denied.
ARTICLE 7. SPECIAL MEETINGS
Special meetings of the shareholders may be called at any time
but only by (i) the Chairman of the Board of Directors of the Corporation, (ii)
the President of the Corporation, (iii) a majority of the directors in office,
even if less than a quorum, or (iv) the holders of more than 50% of the total
number of votes of the then outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, if such holders sign, date and deliver to the Corporation's
secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held, provided that if an annual shareholders'
meeting has not been held within 15 months after the Corporation's last annual
shareholders' meeting, then the requisite percentage in clause (iv) of this
Article 7 is 20%.
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ARTICLE 8. CRITERIA FOR EVALUATING CERTAIN OFFERS
The Board of Directors, when evaluating any offer of another
party to (i) make a tender or exchange offer for any equity security of the
Corporation, (ii) merge or consolidate the Corporation with another
institution, or (iii) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation and its shareholders, be authorized to give due consideration to
any such factors as the Board of Directors determines to be relevant,
including, without limitation:
(a) the interests of the shareholders of the Corporation;
(b) whether the proposed transaction might violate
federal or state laws;
(c) the consideration being offered in the proposed
transaction, in relation to the then current market price for the outstanding
capital stock of the Corporation, the market price for the capital stock of the
Corporation over a period of years, the estimated price that might be achieved
in a negotiated sale of the Corporation as a whole or in part or through
orderly liquidation, the premiums over market price for the securities of other
corporations in similar transactions, current political, economic and other
factors bearing on securities prices and the Corporation's financial condition
and estimated future value as an independent entity; and
(d) the social, legal and economic effects upon
employees, suppliers, subscribers and others having similar relationships with
the Corporation, and the communities in which the Corporation conducts its
business.
In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board
of Directors may determine.
ARTICLE 9. CONTROL SHARE ACQUISITIONS
Article 14.1 of the Virginia Stock Corporation Act shall not
apply to acquisitions of shares of the Corporation.
ARTICLE 10. LIMITATION ON LIABILITY
To the fullest extent permitted by the laws of the
Commonwealth of Virginia, as presently in effect or as the same hereafter may
be amended and supplemented, in any proceeding brought by or in the right of
the Corporation or brought by or on behalf of shareholders of the Corporation,
the damages assessed
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against an officer or director arising out of the single transaction,
occurrence or course of conduct shall not exceed the sum of one dollar ($1.00).
The liability of an officer or director shall not be limited as provided in
this Article 10 if the officer or director engaged in willful misconduct or a
knowing violation of the criminal law or of any federal or state securities
law, including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.
ARTICLE 11. INDEMNIFICATION
(a) The Corporation shall to the fullest extent permitted
by the laws of the Commonwealth of Virginia, as presently in effect or as the
same hereafter may be amended and supplemented, indemnify an individual who is
or was a director or officer of the Corporation and who was, is, or is
threatened to be made a named defendant or respondent in any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (collectively, a
"proceeding"), against any obligation to pay a judgment, settlement, penalty,
fine (including any excise tax assessed with respect to any employee benefit
plan) or other liability and reasonable expenses (including counsel fees)
incurred with respect to such a proceeding, except such liabilities and
expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law. The Corporation is
authorized to contract in advance to indemnify and to make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Article 11.
(b) Unless a determination has been made that
indemnification is not permissible, the Corporation shall make advances and
reimbursements for expenses reasonably incurred by a director or officer in a
proceeding as described above upon receipt of an undertaking from such director
or officer to repay the same if it is ultimately determined that such director
or officer is not entitled to indemnification. Such undertaking shall be an
unlimited, unsecured general obligation of the director or officer and shall be
accepted without reference to such director's or officer's ability to make
repayment.
(c) The determination that indemnification under this
Article 11 is permissible, the authorization of such indemnification (if
applicable), and the evaluation as to the reasonableness of expenses in a
specific case shall be made as provided by law. Special legal counsel selected
to make determinations under this Article 11 may be counsel for the
Corporation. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner
as to make him or her ineligible for indemnification.
(d) For the purposes of this Article 11, every reference
to a director or officer shall include, without limitation, (i) every
individual who is a director or
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officer of the Corporation, (ii) an individual who, while a director or
officer, is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
(iii) an individual who formerly was a director or officer of the Corporation
or who, while a director or officer, occupied at the request of the Corporation
any of the other positions referred to in clause (ii) of this sentence, and
(iv) the estate, personal representative, heirs, executors and administrators
of a director or officer of the Corporation or other person referred to herein.
Service as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise controlled by the Corporation shall be deemed
service at the request of the Corporation. A director or officer shall be
deemed to be serving an employee benefit plan at the Corporation's request if
such person's duties to the Corporation also impose duties on, or otherwise
involve services by, such person to the plan or to participants in or
beneficiaries of the plan.
(e) Indemnification pursuant to this Article 11 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 entitles other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. No person shall be entitled to indemnification by the
Corporation, however, to the extent such person is actually indemnified by
another entity, including an insurer. In addition to any insurance that may be
maintained on behalf of any director, officer or other person, the Corporation
is authorized to purchase and maintain insurance against any liability it may
have under this Article 11 to protect any of the persons named above against
any liability arising from their service to the Corporation or to any other
enterprise at the Corporation's request, regardless of the Corporation's power
to indemnify against such liability. The provisions of this Article 11 shall
not be deemed to preclude the Corporation from entering into contracts
otherwise permitted by law with any individuals or entities other than those
named in this Article 11.
(f) The provisions of this Article 11 shall be applicable
from and after its adoption even though some or all of the underlying conduct
or events relating to a proceeding may have occurred before such adoption. No
amendment, modification or repeal of this Article 11 shall diminish the rights
provided hereunder to any person arising from conduct or events occurring
before the adoption of such amendment, modification or repeal. If any
provision of this Article 11 or its application to any person or circumstance
is held invalid by a court of competent jurisdiction, the invalidity shall not
affect other provisions or applications of this Article 11, and to this end the
provisions of this Article 11 are severable.
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ARTICLE 12. AMENDMENT OF BYLAWS
To the extent permitted by the Virginia Stock Corporation Act,
the bylaws may be amended only by (i) the Board of Directors or (ii) the
affirmative vote, at a meeting of the shareholders called for such a purpose,
of not less than 66-2/3% of the total number of votes of the then outstanding
shares of stock of the Corporation entitled to vote, voting together as a
single class, but only if notice of such proposal was contained in the notice
of such meeting.
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