EXHIBIT 3.1
RESTATEMENT OF THE
ARTICLES OF INCORPORATION
OF
THE SHAW GROUP INC.
A COMPOSITE INCLUDING ALL AMENDMENTS
THROUGH JULY 31, 2001
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ARTICLE I.
NAME
The name of the Corporation is THE SHAW GROUP INC., a Louisiana corporation.
ARTICLE II.
OBJECTS AND PURPOSES
The objects and purposes for which this Corporation is organized and
the nature of the business to be carried on by it are stated and declared to be
as follows:
To enter into any business which is lawful under the laws of the State
of Louisiana, either for its own account or for the account of others, either as
agent or principal, to enter upon or engage in any kind of business of any
nature whatsoever in which corporations organized under the Louisiana Business
Corporation Law may engage; and, to the extent not prohibited thereby, to enter
upon and engage in any kind of business of any nature whatsoever in any other
state of the United States of America, any foreign Nation, and any territory of
any country to the extent permitted by the laws of such other state, nation, or
territory.
ARTICLE III.
DURATION
The duration of this Corporation shall be in perpetuity, or for such
maximum period as may be authorized by the laws of Louisiana.
ARTICLE IV.
AUTHORIZED CAPITAL
The aggregate number of shares which the Corporation has authority to
issue is two hundred twenty million (220,000,000) shares, of which two hundred
million (200,000,000) shares shall be Common Stock, no par value (the Common
Stock), and twenty million (20,000,000) shares shall be Preferred Stock, no par
value (the Preferred Stock).
A. The designations and the powers, preferences, and rights, and the
qualifications, limitations, or restrictions thereof, of shares of Common Stock
of the Corporation shall be governed by the following provisions:
1. Each outstanding share of Common Stock will entitle the
holder thereof to five votes on each matter properly submitted to the
shareholders of the Corporation for their vote, waiver, release, or other
action; except that no holder of outstanding shares of Common Stock will be
entitled to exercise more than one vote on any such matter concerning any share
of Common Stock with respect to which there has been a change in beneficial
ownership during the four years immediately preceding the date on which a
determination is made of the shareholders of the Corporation who are entitled to
vote or to take any other action.
2. A change in beneficial ownership of an outstanding share of
Common Stock will be deemed to have occurred whenever a change occurs in any
person or persons who, directly or indirectly, through any contract, agreement,
arrangement, understanding, relationship, or otherwise, has or shares any of the
following:
a. voting power, which includes, without limitation,
the power to vote or to direct the voting power of such share
of Common Stock;
b. investment power, which includes, without
limitation, the power to direct the sale or other disposition
of such share of Common Stock;
c. the right to receive or to retain the proceeds of
any sale or other disposition of such share of Common Stock;
or
d. the right to receive or to retain any
distributions, including, without limitation, cash dividends,
in respect of such share of Common Stock.
3. Without limiting the generality of the foregoing, the
following events or conditions will be deemed to involve a change in beneficial
ownership of a share of Common Stock:
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a. in the absence of proof to the contrary provided
in accordance with certain procedures set forth below, a
change in beneficial ownership will be deemed to have occurred
(i) whenever an outstanding share of Common Stock is
transferred of record into the name of any other person and
(ii) upon the issuance of shares in a public offering;
b. in the case of an outstanding share of Common
Stock held of record in the name of a corporation, general
partnership, limited partnership, voting trustee, bank, trust
company, broker, nominee or clearing agency, if it has not
been established pursuant to the procedures set forth below
that there has been no change in the person or persons who or
that direct the exercise of the rights referred to in IV.A.2.a
through IV.A.2.d, inclusive, above with respect to such
outstanding share of Common Stock during the four years
immediately preceding the date on which a determination is
made of the shareholders of the Corporation entitled to vote
or to take any other action, then a change in beneficial
ownership of such share of Common Stock shall be deemed to
have occurred during such period;
c. in the case of an outstanding share of Common
Stock held of record in the name of any person as a trustee,
agent, guardian, or custodian under the Uniform Gifts to
Minors Act as in effect in any jurisdiction, a change in
beneficial ownership will be deemed to have occurred whenever
there is a change in the beneficiary of such trust, the
principal of such agent, the ward of such guardian, the minor
for whom such custodian is acting, or a change in such
trustee, agent, guardian, or custodian; or
d. in the case of outstanding shares of Common Stock
beneficially owned by a person or group of persons who, after
acquiring, directly or indirectly, the beneficial ownership of
five percent (5%) of the outstanding shares of Common Stock,
fails to notify the Corporation of such ownership within ten
days after such acquisition, a change in beneficial ownership
of such shares or Common Stock will be deemed to occur on each
day while such failure continues.
4. Notwithstanding any other provision in the Articles of
Incorporation to the contrary, no change in beneficial ownership of an
outstanding share of Common Stock shall be deemed to have occurred solely as a
result of:
a. any transfer of any interest in an outstanding
share of Common Stock pursuant to a bequest or inheritance, by
operation of law upon the death of any individual, or by any
other transfer without valuable consideration, including,
without limitation, a gift that is made in good faith and not
for the purpose of circumventing the provisions of this
Article;
b. any changes in beneficiary of any trust, or any
distribution of an outstanding share of Common Stock from
trust, by reason of the birth, death,
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marriage, or divorce of any natural person; the adoption of
any natural person prior to age 18; or the passage of a given
period of time or the attainment by any natural person of a
specific age; or the creation or termination of any
guardianship or custodial arrangement;
c. any appointment of a successor trustee, agent,
guardian, or custodian with respect to an outstanding share of
Common Stock if neither such successor has, nor its
predecessor had, the power to vote or to dispose of such share
of Common Stock without further instructions from others;
d. any change in the person to whom dividends or
other distributions in respect of an outstanding share of
Common Stock are to be paid pursuant to the issuance or
modification of a revocable dividend payment order;
e. any issuance of a share of Common Stock by the
Corporation or any transfer by the Corporation of a share of
Common Stock held in treasury, other than in a public offering
thereof, unless otherwise determined by the Board of Directors
at the time of authorizing such issuance or transfer;
f. any giving of a proxy in connection with a
solicitation of proxies subject to the provisions of Section
14 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder;
g. any transfer, whether or not with consideration,
among individuals related or formerly related by blood,
marriage, or adoption (relatives) or between a relative and
any person controlled by one or more relatives where the
principal purpose for the transfer is to further the estate
tax planning objectives of the transferor or of relatives of
the transferor;
h. any appointment of a successor trustee as a result
of the death of the predecessor trustee (which predecessor
trustee shall have been a natural person);
i. any appointment of a successor trustee who or
which was specifically named in a trust instrument prior to
December 8, 1993;
j. any appointment of a successor trustee as a result
of the resignation, removal, or failure to qualify of a
predecessor trustee or as a result of mandatory retirement
pursuant to the express terms of a trust instrument; provided,
that less than fifty percent (50%) of the trustees
administering any single trust will have changed (including in
such percentage the appointment of the successor trustee)
during the four-year period preceding the appointment of such
successor trustee.
5. For purpose of this Section IV.A, all determinations
concerning changes in beneficial ownership, or the absence of any such change,
are made by the Board of Directors of
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the Corporation or, at any time when the Corporation employs a transfer agent
with respect to the shares of Common Stock, at the Corporation's request, by
such transfer agent on the Corporation's behalf. Written procedures designated
to facilitate such determinations are to be established and may be amended from
time to time by the Board of Directors. Such procedures will provide, among
other things, the manner of proof of facts that will be accepted and the
frequency with which such proof may be required to be renewed. The Corporation
and any transfer agent will be entitled to rely on any and all information
concerning beneficial ownership of the outstanding shares of Common Stock coming
to their attention from any source and in any manner reasonably deemed by them
to be reliable, but neither the Corporation nor any transfer agent shall be
charged with any other knowledge concerning the beneficial ownership of
outstanding shares of Common Stock.
6. In the event of any stock split or stock dividend with
respect to the outstanding shares of Common Stock, each share of Common Stock
acquired by reason of such split or dividend will be deemed to have been
beneficially owned by the same person from the same date as that on which
beneficial ownership of the outstanding share or shares of Common Stock, with
respect to which such share of Common Stock was distributed, was acquired.
7. Each outstanding share of Common Stock, whether at any
particular time the holder thereof is entitled to exercise five votes or one
vote, shall be identical to all other shares of Common Stock in all respects,
and together the outstanding shares of Common Stock will constitute a single
class of shares of the Corporation.
8. When and as dividends or other distributions are declared,
whether payable in cash, in property, or in securities of the Corporation, the
holders of shares of Common Stock shall be entitled to share equality,
share-for-share, in such dividends or other distributions, provided that if
dividends or other distributions are declared which are payable in shares of
Common Stock, such dividends or other distributions shall be declared payable at
the same rate for all holders of Common Stock, and the dividends payable in
shares of Common Stock will be payable to holders of Common Stock.
9. Notwithstanding anything contained in these Articles of
Incorporation to the contrary, the affirmative vote of the holders of more than
seventy-five percent (75%) of the voting power of Common Stock shall be required
to amend, repeal, or adopt any provision inconsistent with, any provision of
Section IV.A.
B. The Board of Directors of the Corporation is hereby expressly vested
with the authority to issue Preferred Stock from time to time in one or more
series as the Board of Directors may establish by the adoption of a vote or
votes relating thereto, each series to have such voting powers, full or limited,
or no voting powers, and such designations, preferences, and relative,
participating, optional or other special rights and qualifications, limitations,
or restrictions thereof, as shall be stated and expressed in the vote or votes
providing for the issue of such series adopted by the Board of Directors,
including, without limitation, the following:
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1. The number of shares to constitute each such series and the
serial designation thereof;
2. Whether the shares of each such series shall be subject to
redemption and, if made subject to redemption, the time, prices and other terms
and conditions of such redemption;
3. The dividend rate of each such series, the conditions and
times of payment thereof, the relation (including preferences, if any) which
such dividends shall bear to the dividends payable on any other class or classes
of stock or any other series of such stock, and whether such dividends shall be
cumulative or non-cumulative;
4. The rights of the holders of the shares of each such series
(including preference, if any) upon the dissolution of, or upon any distribution
of any assets of, the Corporation;
5. Whether or not the shares of each such series shall be
convertible into, or exchangeable for, shares of any other class or classes of
any other series of such stock and, if made convertible or exchangeable, the
times, prices, rates of exchange, adjustments, and other terms and conditions of
such conversion or exchange;
6. The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of each such series;
7. The extent, if any, to which the holders of the shares of
each such series shall be entitled to vote with respect to the election of
directors or otherwise; and
8. The restrictions, if any, on the issue, reissue, or sale of
any additional Preferred Stock of such series or any other series or class.
C. No holder of stock of any class of the Corporation, whether now or
hereafter authorized, shall have any preemptive, preferential, or other rights
to subscribe for or purchase or acquire any share of any class or any other
securities of the Corporation, whether now or hereafter authorized, and whether
or not convertible into, or evidencing or carrying the right to purchase, shares
of any class or any other securities, now or hereafter authorized, and whether
the same shall be issued for cash, service, or property, or by way of dividend
or otherwise.
D. Of the 20,000,000 shares of authorized preferred stock, no par value
per share, 2,000,000 shares shall constitute a separate series of preferred
stock with the voting powers and the preferences and rights hereinafter set
forth.
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 2,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease
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shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the
holders of Common Stock, no par value per share (the "Common Stock"),
of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of
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$1 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any
similar stock, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of
stockholders of the Corporation.
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(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all
such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation
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unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such
manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination
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or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
ARTICLE V.
BOARD OF DIRECTORS
A. (1.) The number of directors shall not be less than three (3) nor
more than fifteen (15). The authorized number of directors may be determined
from time to time by a vote of a majority of the then authorized number of
directors or by the affirmative vote of the holders of more than fifty percent
(50%) of the voting power of the then outstanding shares of Common Stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class. In the event that at any time the number of
directors shall be fixed in this manner at twelve (12) or more, then, at the
next meeting of shareholders at which such directors are to be elected (the
Classification Meeting), the directors shall be classified, with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, as shall be provided in the manner specified in the
By-Laws, one class initially to be elected for a term expiring at the first
annual meeting of shareholders to be held after the Classification Meeting,
another class initially to be elected for a term expiring at the second annual
meeting of shareholders to be held after the Classification Meeting, and another
class initially to be elected for a term expiring at the third annual meeting of
shareholders to be held after the Classification Meeting, with the members of
each class to hold office until their successors have been elected and
qualified. At each annual meeting of shareholders, the successors of the class
of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual
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meeting of shareholders held in the third year following the year of their
election. No director need be a shareholder.
2. Newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal, or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even if by less than a quorum of the Board of Directors, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office until the annual meeting of shareholders at which the
term of office of the class to which such director has been elected expires and
until such director's successor shall have been duly elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent directors.
3. Any director may be removed from office only for cause by
the affirmative vote of the holders of more than fifty percent (50%) of the
voting power of the Common Stock of the Corporation entitled to vote generally
in the election of directors (the Voting Stock).
4. Notwithstanding anything contained in these Articles of
Incorporation to the contrary, the affirmative vote of the holders of more than
seventy-five percent (75%) of the voting power of the Common Stock shall be
required to amend, repeal, or adopt any provision inconsistent with any
provision of this Section V.A.
B. Unless and until otherwise provided in the By-Laws, all of the
corporate powers of this Corporation shall be vested in, and all of the business
and affairs of this Corporation shall be managed by, a Board of Directors.
C. The Board of Directors shall have authority to make and alter
By-Laws, including the right to make and alter By-Laws fixing their
qualifications, classifications, or terms of office, or fixing or increasing
their compensation, provided, however, that the shareholders may change or
repeal any By-Law adopted by the Board of Directors; and provided, further, that
no amendment or supplement to the By-Laws adopted by the Board of Directors
shall vary or conflict with any amendment or supplement adopted by the
shareholders, or with any provision of these Articles.
D. Any director absent from a board meeting may be represented by any
other director or shareholder, who may cast the vote of the absent director
according to the written instructions or proxy of the absent director.
E. Any action which may be taken at a meeting of the Board of Directors
may be taken by a consent in writing signed by all of the directors and filed
with the records of the Corporation.
F. The Board of Directors shall have authority to exercise all such
other powers and to do all such other lawful acts and things which this
Corporation or its shareholders might do,
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unless prohibited from doing so by applicable laws or by the Articles of
Incorporation or by the By-Laws of the Corporation.
ARTICLE VI.
PURCHASE AND REDEMPTION OF SHARES
The Corporation may purchase or redeem its own shares in the manner and
on the conditions permitted and provided in Section 55 of the Business
Corporation Law or other applicable law and as may be authorized by the Board of
Directors. Shares so purchased shall be considered treasury shares and may be
reissued and disposed of as authorized by law, or may be canceled and the
capital stock reduced, as the Board of Directors may, from time to time,
determine in accordance with law.
ARTICLE VII.
CAPITAL SURPLUS AND DIVIDENDS
The Board of Directors shall have such power and authority with respect
to capital, surplus, and dividends, including allocation, increases, reduction,
utilization, distribution, and payment, as is permitted and provided in Sections
61, 62, and 63 of the Business Corporation Law or other applicable law.
ARTICLE VIII.
CORPORATE ACTION AND AMENDMENTS BY SHAREHOLDERS
A. Except as otherwise provided in these Articles of Incorporation, any
corporate action of shareholders, including specifically, but not by way of
limitation, adoption of amendments to the Articles, approval of merger and
consolidation agreements, and authorization of voluntary disposition of all or
substantially all of the corporate assets, may be taken on affirmative vote of a
majority of the voting power present.
B. Except as otherwise provided in these Articles of Incorporation,
these Articles may be amended by a majority vote or written consent of the
shareholders entitled to vote, or by such larger vote as may be required by the
Business Corporation Law of Louisiana or by the By-Laws of the Corporation.
C. Consents to corporate action (in writing) may be signed by
shareholders having that proportion of the total voting power which would be
required to authorize or constitute such action at a meeting of shareholders.
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D. The By-Law provisions or agreements authorized hereby may contain
such other terms and conditions as the Board of Directors, in its sole
discretion, shall determine to be consistent with the provisions of this
Article.
E. Notwithstanding any other provision in the Articles of
Incorporation, any business combination as defined herein shall be subject to
the requirements set forth in this Article VIII.E.
1. In addition to any vote required under the Louisiana
Business Corporation Law, the affirmative vote of the holders of at least
seventy-five percent (75%) of the outstanding shares of Common Stock entitled to
vote thereon (not including shares deemed beneficially owned by a Related Person
[as hereinafter defined]) shall be required in order to authorize and/or approve
a Business Combination (as hereinafter defined). Such affirmative vote shall be
required, notwithstanding any other provision of these Articles, any provision
of law, or any agreement with any regulatory agency or national securities
exchange which might otherwise permit a lesser vote or a no vote.
2. For the purpose of this Section VIII.E, the following
definitions apply:
a. The term Related Person shall mean and
include (1) any person as such term is used in
Section 13(d) and Section 14(d) of the Securities
Exchange Act of 1934, as in effect on the date of the
filing of these Articles of Restatement (the 1934
Act) (other than any trustees or other fiduciary
holding securities under an employee benefit plan of
the Corporation, or any corporation owned, directly
or indirectly, by the shareholders of the Corporation
in the same proportions as their ownership of shares
of Common Stock of the Corporation), which, together
with its affiliates (as that term is defined in Rule
12b-2 of the General Rules and Regulations under the
1934 Act, as in effect on the date of filing of this
Restatement of the Articles or as subsequently
amended, including any successor regulation [the 1934
Act Regulations]) beneficially owns (as that term is
defined in Rule 13d-3 of the 1934 Act Regulations) in
the aggregate five percent (5%) or more of the
outstanding shares of the Common Stock of the
Corporation; and (2) any affiliate (as that term is
defined in Rule 12b-2 of the 1934 Act Regulations) of
any such person; provided that the term Related
Person shall not include any person who (x)
beneficially owned shares of Common Stock in excess
of the five percent (5%) limitation set forth herein
as of December 1, 1993, or (y) acquired the shares
from a person described in (x) above by gift,
inheritance, or in a transaction in which no
consideration was exchanged. Without limitation, any
shares of the Common Stock of the Corporation which
any Related Person has the right to acquire pursuant
to any agreement, or upon exercise of conversion
rights, warrants, or options, or otherwise, shall be
deemed beneficially owned by such Related Person.
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b. The term Business Combination as used in
this Section VIII.E shall mean any of the following:
(1) any merger or consolidation of
the Corporation or a subsidiary of the Corporation
which constitutes a Substantial Part (as hereinafter
defined) of the assets of the Corporation with
another corporation, other than a merger or
consolidation which would result in the voting
securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity), more than
fifty percent (50%) of the combined voting power of
the voting securities of the Corporation or such
surviving entity outstanding immediately after such
merger or consolidation;
(2) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition of
all or any Substantial Part (as hereinafter defined)
of the assets of the Corporation (including, without
limitation, any voting securities of a subsidiary);
(3) any reclassification of the
Common Stock of the Corporation, or any
recapitalization involving the Common Stock of the
Corporation, other than a recapitalization of the
Corporation in which no Related Person acquires more
than twenty percent (20%) of the combined voting
power of the Corporation's then outstanding
securities;
(4) the adoption of any plan or
proposal for the liquidation or dissolution of the
Corporation; and
(5) any agreement, contract, or
other arrangement providing for any of the
transactions described in this Section VIII.E.2.b.
c. The term Substantial Part shall mean more
than fifty percent (50%) of the total assets of the
Corporation, as of the end of its most recent fiscal
year ending prior to the time the determination is
made.
F. Notwithstanding anything contained in the Articles of Incorporation
to the contrary, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of the Common Stock shall be required to amend
or repeal, or adopt any provision inconsistent with, any provisions of this
Section VIII.E.
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ARTICLE IX.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnity and hold harmless, to the fullest
extent authorized by the Louisiana Business Corporation Law, each director and
officer now or hereafter serving the Corporation from or against any and all
claims and liabilities to which he may be or may become subject by reason of his
now or hereafter being, or having heretofore been, a director or officer of the
Corporation and/or by reason of his alleged acts or omissions as such director
or officer, whether or not he continued to be such officer or director at the
time when any such claim or liability is asserted. The Corporation shall
reimburse each such director or officer for all legal and other expenses
reasonably incurred by him in connection with defending any or all such claims
or liabilities, including amounts paid or agreed to be paid in connection with
reasonable settlements made before final adjudication, with the approval of the
Board of Directors, whether or not he continued to be such director or officer
at the time the expenses were incurred; however, the Corporation shall not
indemnify any director or officer for any or all such claims(s) or
liability(ies) or in payments settling the same if, in the judgment of the
directors of the Corporation, the director or officer against whom such claim or
liability is asserted has been guilty of willful or intentional misconduct. The
foregoing right of indemnification shall not be exclusive of any other rights to
which any director or officer may be entitled as a matter of law.
ARTICLE X.
UNCLAIMED PROPERTY
Cash, property, or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable (despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the Certificates for the shares to such
shareholders within such time) shall, at the expiration of such time, revert in
full ownership to the Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease.
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