EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
UNIFAB INTERNATIONAL, INC.
MARKED TO SHOW AMENDMENTS ADOPTED ON APRIL 23 AND DECEMBER 27, 2002
The undersigned, acting pursuant to the Business Corporation Law of
Louisiana, adopts the following articles of incorporation.
ARTICLE I
NAME
The name of the corporation is UNIFAB International, Inc.
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law of
Louisiana.
ARTICLE III
CAPITAL
A. Authorized Stock. The Corporation shall have the authority to issue
an aggregate of 25,000,000 shares of capital stock, of which 20,000,000 shares
shall be Common Stock, $0.01 par value per share, and 5,000,000 shares shall be
Preferred Stock, no par value per share.
B. Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series. Authority is hereby vested in the Board of
Directors of the Corporation to amend these Articles of Incorporation from time
to time to fix the preferences, limitations and relative rights as between the
Preferred Stock and the Common Stock, and to fix variations in the preferences,
limitations and relative rights as between different series of Preferred Stock.
[THE FOLLOWING SECTION C. IS NEW]
C. Series A Participating Preferred Stock.
1. Designation. There is hereby designated a series of
Preferred Stock to be referred to as Series A
Participating Preferred Stock (the "Series A
Shares"), of which there shall be 750 authorized
shares.
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2. Voting rights. Except as otherwise required by law,
the Series A Shares will vote with the common shares
on any matter to come before the shareholders of the
Corporation. Each Series A Share will entitle the
holder thereof to cast 100,000 votes on any matter
coming before the shareholders of the Corporation.
3. Dividend rights. The holders of Series A Shares shall
not be entitled to any preference in the payment of
dividends. If the Corporation pays a dividend to the
holders of its common stock, then at the same time
each Series A Share shall entitle its holder to a
dividend equal to 100,000 times the amount of the
dividend paid on each share of common stock.
4. Rights on liquidation. In any liquidation or winding
up of the Corporation, the holders of Series A Shares
shall not be entitled to receive any preference. In
any such liquidation or winding up, each Series A
Share will entitle the holder thereof to an amount
equal to 100,000 times the amount paid on each share
of common stock.
5. Other rights. In all other ways, each Series A Share
shall be treated like 100,000 shares of common stock.
6. Mandatory conversion. If, at any time, the
Corporation has authorized at least 100,000,000
shares of common stock that have not been issued or
reserved for issuance pursuant to an outstanding
obligation of the Corporation, then each Series A
Share shall automatically be converted into 100,000
shares of common stock, and upon such conversion, the
Series A Share will be cancelled and the Corporation
shall issue to the holder of such share a certificate
representing 100,000 shares of common stock.
ARTICLE IV
DIRECTORS
[THE FOLLOWING SECTION A HAS BEEN AMENDED AND IS RESTATED HEREAFTER IN ITS
ENTIRETY]
A. Number of Directors; Term. The Board of Directors shall consist of
such number of persons as shall be designated from time to time in the by-laws
of the Corporation, or, if not so designated, as may be designated from time to
time by resolution of the Board of Directors, provided that no decrease in the
number of directors shall shorten the term of any incumbent director.
[original Section B entitled "Classification" has been deleted and original
Sections C., D., E. and F. have been redesignated as Sections B., C., D. and E.,
respectively]
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B. Vacancies. Except as provided in or pursuant to Article IV(F)
hereof, any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors or from a failure of the
shareholders to elect the full number of authorized directors) may,
notwithstanding any resulting absence of a quorum of directors, be filled by a
vote of at least two-thirds of the directors remaining in office, provided that
the shareholders shall have the right to fill the vacancy at any special meeting
called for such purpose prior to any such action by the Board. Vacancies on the
Board may be filled only as provided in this Article IV(C).
C. Removal. Except as provided in or pursuant to Article IV(F) hereof,
any one or more directors may be removed at any time, (1) only for cause, by the
holders of not less than two-thirds of the Total Voting Power (as defined in
Article VII(C) hereof) that is present or represented at a special meeting of
shareholders called for such purpose, voting together as a single class or (2)
with or without cause, by the affirmative vote of at least two-thirds of all of
the directors then constituting the Board of Directors; provided, however, that,
if at any time after the Corporation has sold shares of Common Stock in a
transaction registered under the Securities Act of 1933, as amended, a person
is, directly or indirectly, the beneficial owner of more than 50% of the
outstanding shares of Common Stock of the Corporation, a director may not be
removed without cause. For purposes of this Article IV(D), (1) "cause" shall
mean (a) a conviction of a director by a court of competent jurisdiction of a
felony involving moral turpitude if such conviction is no longer subject to
direct appeal or (b) an adjudication by a court of competent jurisdiction of
liability for gross negligence or gross misconduct in the performance of the
director's duty to the Corporation in a matter of substantial importance to the
Corporation if such adjudication is no longer subject to direct appeal and (2)
"beneficial owner" has the meaning assigned to that term in Article IV(E)(1). At
the same meeting at which the directors or shareholders remove one or more
directors, a successor or successors may be elected for the unexpired term of
the director or directors removed. Except as set forth in this Article IV(D), or
in any provision of these Articles of Incorporation relating to removal of
directors elected by holders of Preferred Stock, directors shall not be subject
to removal.
D. Board Nominations. Except as provided in or pursuant to Article
IV(F) hereof, only persons who are nominated in accordance with the procedures
set forth in this Article IV(E) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of shareholders by or at the direction of the Board of
Directors or by any shareholder of record of the Corporation entitled to vote at
such meeting for the election of directors who complies with the notice
procedures set forth in this Article IV(E). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal office of the Corporation not less than 45 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less than 55
days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
at the principal executive offices of the
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Corporation no later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth or include the
following:
1. as to each person whom the shareholder proposes to nominate
for election or re-election as a director, (a) the name, age, business
address and residential address of such person, (b) the principal
occupation or employment of such person, (c) the class and number of
shares of capital stock of the Corporation of which such person is the
beneficial owner (as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), (d)
such person's written consent to being named in the proxy statement as
a nominee and to serve as a director if elected and (e) any other
information relating to such person that would be required to be
disclosed in solicitations of proxies for the election of directors, or
would be otherwise required, in each case pursuant to Regulation 14A
promulgated under the Exchange Act; and
2. as to the shareholder of record giving the notice, (a) the
name and address of such shareholder and (b) the class and number of
shares of capital stock of the Corporation of which such shareholder is
the beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act). If requested in writing by the Secretary of the
Corporation at least 15 days in advance of the meeting, such
shareholder shall disclose to the Secretary, within ten days of such
request, whether such person is the sole beneficial owner of the shares
held of record by him, and, if not, the name and address of each other
person known by the shareholder of record to claim or have a beneficial
interest in such shares.
At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. If a shareholder seeks to nominate
one or more directors, the Secretary shall appoint two inspectors, who shall not
be affiliated with the Corporation, to determine whether the shareholder has
complied with this Article IV(E). If the inspectors shall determine that the
shareholder has not complied with this Article IV(E), the defective nomination
shall be disregarded and the inspectors shall direct the Chairman of the meeting
to declare at the meeting that such nomination was not made in accordance with
the procedures prescribed by the Articles of Incorporation.
E. Directors Elected by Preferred Shareholders. Notwithstanding
anything in these Articles of Incorporation to the contrary, whenever the
holders of any one or more classes or series of stock having a preference over
the Common Stock as to dividends or upon liquidation shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the provisions of these Articles of Incorporation (as they may be duly amended
from time to time) fixing the rights and preferences of such preferred stock
shall govern with respect to the nomination, election, term, removal, vacancies
or other related matters with respect to such directors.
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ARTICLE V
BY-LAWS
A. Adoption, Amendment and Repeal. The By-laws of the Corporation and
of any provision thereof may be adopted only by two-thirds vote of all directors
who constitute the Board of Directors. The By-laws and any provision thereof may
be amended or repealed only by (1) a two-thirds vote of all directors who
constitute the Board of Directors, or (2) the affirmative vote of the holders of
at least eighty percent of that portion of the Total Voting Power, as defined in
Article VII(C) hereof, voting together as a single class, that is present or
represented at any regular or special meeting of shareholders, the notice of
which meeting of shareholders expressly states that the proposed amendment or
repeal is to be considered at the meeting.
B. New Matters. Any purported amendment to the By-laws which would add
thereto a matter not expressly covered in the By-laws prior to such purported
amendment shall be deemed to constitute the adoption of a By-law provision and
not an amendment to the By-laws.
ARTICLE VI
APPLICATION OF CERTAIN LAWS
The Corporation hereby elects not to be governed by Sections 132, 133
and 134 of the Louisiana Business Corporation Law (La.R.S. 12:132, La.R.S.
12:133 and La.R.S. 12:134).
ARTICLE VII
SPECIAL SHAREHOLDER VOTING REQUIREMENTS
A. Amendments. Unless approved by vote of at least two-thirds of all
directors constituting the Board of Directors, Articles IV, V, VI, VII, VIII and
X of the Articles of Incorporation may be amended only by the affirmative vote
of not less than eighty percent of the Total Voting Power of the Corporation.
Shareholders may, by the affirmative vote of a majority of the voting power
present or represented at a meeting of shareholders, adopt any amendment to the
Articles of Incorporation that does not affect any of such articles; provided,
that shareholder approval shall not be required for any amendment authorized by
Article III(B).
B. Other Corporate Actions. If a vote of shareholders is required to
authorize an agreement of merger or consolidation of the Corporation, the sale
of all or substantially all of the assets of the Corporation or the voluntary
dissolution of the Corporation, then (1) unless such action has been approved by
vote of at least two-thirds of all directors constituting the Board of
Directors, such action may be authorized only by the affirmative vote of eighty
percent of the Total Voting Power of the Corporation and
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(2) if any such action has been approved by vote of at least two-thirds of all
directors who constitute the Board of Directors, such action may be authorized
by the affirmative vote of a majority of the voting power present or represented
at a meeting of shareholders.
C. Total Voting Power. The term "Total Voting Power" means the total
number of votes that shareholders, and holders of any bonds, debentures or other
obligations granted voting rights by the Corporation pursuant to La.R.S.
12:75(H), are generally entitled to cast with respect to the election of
directors or, if such term is used with reference to any other particular matter
properly brought before the shareholders or such other holders for their
consideration and vote, means the total number of such votes that are entitled
to be cast with respect to such matter.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
A. Limitation of Liability. No director or officer of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his fiduciary duty as a director or officer, provided that the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
shareholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
distributions of the Corporation's assets to, or redemptions or repurchases of
the Corporation's shares from shareholders of the Corporation, under and to the
extent provided in La.R.S. 12:92(D); or (4) any transaction from which he
derived an improper personal benefit. If, after the date hereof, the Louisiana
Business Corporation Law is amended to authorize further elimination or
limitation the personal liability of directors or officers, then the liability
of a director or an officer of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Louisiana Business Corporation Law, as so
amended.
B. Indemnification. Subject to such limitations as may be determined by
the Board of Directors (provided that no change in such limitations may
adversely affect any claim to indemnification that arises prior to such change),
the Corporation shall indemnify each of its directors to the full extent from
time to time permitted by law, and may so indemnify each of its officers,
against any expenses or costs, including attorney's fees, actually or reasonably
incurred by him in connection with any threatened, pending or completed claim
action, suit or proceeding, whether criminal, civil, administrative or
investigative against such person or as to which he is involved solely as a
witness or person required to give evidence.
C. Authorization of Further Actions. The Board of Directors may (1)
cause the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the
fullest extent permitted by law, (2) adopt By-laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers of the Corporation and other persons
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(including but not limited to directors and officers of the Corporation's direct
and indirect subsidiaries) to the fullest extent permitted by law and (3) cause
the Corporation to exercise the powers set forth in La.R.S. 12:83F,
notwithstanding that some or all of the members of the Board of Directors acting
with respect to the foregoing may be parties to such contracts or beneficiaries
of such By-laws or resolutions or the exercise of such powers. No repeal or
amendment of any such By-laws or resolutions limiting the right to
indemnification thereunder shall affect the entitlement of any person to
indemnification whose claim thereto results from conduct occurring prior to the
date of such repeal or amendment.
D. Subsidiaries. The Board of Directors may cause the Corporation to
approve for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.
E. Amendment. In addition to any other votes required by law or these
Articles of Incorporation (and notwithstanding the fact that a lesser percentage
may be specified by law or these Articles of Incorporation), the affirmative
vote of the holders of at least 80% of the Total Voting Power shall be required
to repeal this Article or to amend this Article so as to reduce the limitation
of liability set forth herein or the rights to indemnification of any person or
the powers of the Board of Directors provided in this Article, and any amendment
or repeal of this Article shall not adversely affect any indemnification or
limitation of liability of a director or officer of the Corporation under this
Article with respect to any action or inaction occurring prior to the time of
such amendment or repeal.
ARTICLE IX
REVERSION
Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, that 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; provided, however, that the Board of Directors may, at any
time, for any reason satisfactory to it, but need not, authorize (1) payment of
the amount of any cash or property dividend or redemption price or (2) issuance
of any shares, ownership of which has reverted to the Corporation pursuant to
this Article, to the person or entity who or which would be entitled thereto had
such reversion not occurred.
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ARTICLE X
SPECIAL MEETINGS OF SHAREHOLDERS
A. Special meetings of shareholders, for any purpose or purposes, may
be called in any manner set forth in the By-laws, provided that the power of
shareholders as such to call or cause to be called special meetings shall be
governed exclusively by paragraph B of this Article.
B. At any time, upon the written request of any shareholder or group of
shareholders holding in the aggregate at least a majority of the Total Voting
Power, the Secretary of the Corporation shall call a special meeting of
shareholders to be held at the registered office of the Corporation at such time
as the Secretary may fix not less than 15 nor more than 60 days after the
receipt of said request, and if the Secretary shall neglect or refuse to fix
such time or to give notice of the meeting, the shareholder or shareholders
making the request may do so. Such requests must state the specific purpose or
purposes of the proposed special meeting, and the business to be conducted
thereat shall be limited to such purpose or purposes.
These Articles of Incorporation are dated July 16, 1997.
WITNESSES: UNIFAB INTERNATIONAL, INC.
/s/ Michael Johnson /s/ Dailey J. Berard
- ---------------------------------------- ---------------------------------
Dailey J. Berard
Incorporator
/s/ Jacquelyn D. Markey
- ----------------------------------------
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