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AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
GULF UNIVERSAL HOLDINGS, INC.
ARTICLE ONE
Gulf Universal Holdings, Inc., pursuant to the provisions of
Article 4.07 of the Texas Business Corporation Act, adopts these amended and
restated articles of incorporation, which accurately copy the articles of
incorporation, all amendments in effect to date and all amendments implemented
hereby. The articles of incorporation, as amended and restated by these
amended and restated articles of incorporation, are set forth below and, other
than previous amendments and the amendments implemented hereby, contain no
other changes in any provisions. The original articles of incorporation were
filed by the Secretary of State of the State of Texas on October 28, 1985.
ARTICLE TWO
The articles of incorporation of the corporation are amended
by the amended and restated articles of incorporation as follows:
(a) The name of the corporation is changed to AMERISAFE,
Inc.
(b) The authorized capital stock of the corporation is
increased, the issued and outstanding common stock of
the corporation is reclassified, a new class of
common stock is created and the par value of the
preferred stock is changed.
(c) The location of the registered office and the
identity of the registered agent are changed.
(d) A classified board of directors is created.
(e) Provisions for the calling of special meetings of
shareholders, indemnification of directors and
officers and the elimination of directors' monetary
liability to shareholders are added.
(f) Article 12 is deleted.
ARTICLE THREE
Each such amendment made by these amended and restated articles of
incorporation has been effected in conformity with the provisions of the Texas
Business Corporation Act. These amended and restated articles of incorporation
and each amendment made by these amended and restated articles of incorporation
were duly adopted by the shareholders of the corporation on August 5, 1996.
ARTICLE FOUR
The number of shares of the corporation outstanding at the time of the
adoption was 6,092.84 shares of Common Stock and 3,700,000 shares of Series A
Cumulative Preferred Stock; and the number of shares entitled to vote on the
restated articles as so amended was 6,092.84 shares of Common Stock and
3,700,000 shares of Series A Cumulative Preferred Stock; the number of shares
voted for such restated articles as so amended was 5,161.47 shares of Common
Stock and 3,700,000 shares of Series A Cumulative Preferred
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Stock; and no shares of Common Stock or Series A Cumulative Preferred Stock
were voted against such restated articles as so amended.
ARTICLE FIVE
The manner in which any exchange, reclassification or cancellation of
issued shares provided for in the amendment shall be effected as follows:
Upon the filing of these Amended and Restated Articles of
Incorporation with the Office of the Secretary of State of the State
of Texas, (i) each then issued and outstanding share of common stock,
no par value, of the Corporation (the "Existing Common Stock") shall
be reclassified, automatically and without any action on the part of
the respective holders thereof, into 3,603.62603 shares of Class B
Common Stock, par value $.01 per share, of the Corporation (the "Class
B Common Stock") and (ii) the par value of each issued and outstanding
share of Series A Cumulative Preferred Stock, par value $1.00 per
share, of the Corporation (the "Existing Preferred Stock") shall be
reduced, automatically and without any action on the part of the
holder thereof, to $.01 per share (the "Preferred Stock").
Upon the surrender of certificates representing the Existing
Common Stock or the Existing Preferred Stock by a registered holder
thereof, in properly endorsed form for exchange, or upon receipt of
evidence reasonably satisfactory to the Corporation of the loss, theft
or destruction of such certificates (together with an indemnity bond,
if deemed necessary by the Corporation), the Corporation shall accept
the surrendered certificates, and shall issue to the holder thereof,
certificates in such denominations as such holder may request (i) in
the case of surrendered shares of Existing Common Stock, certificates
representing Class B Common Stock in an aggregate amount equal to
3,603.6203 multiplied by the number of shares of Existing Common Stock
surrendered, rounded to the nearest hundredth, and (ii) in the case of
surrendered shares of Existing Preferred Stock, certificates
representing Preferred Stock on a share-for-share basis.
To the extent holders of Existing Common Stock or Existing
Preferred Stock shall not present their shares for exchange in the
manner specified above, such failure to act shall in no circumstance
affect their status as holders of Class B Common Stock or Preferred
Stock, as applicable, except that (i) each certificate representing
shares of Existing Common Stock shall be deemed to represent the pro
rata equivalent number of shares of Class B Common Stock as herein
provided for, and (ii) each certificate representing shares of
Existing Preferred Stock shall be deemed to represent an equal number
of shares of Preferred Stock.
ARTICLE SIX
The manner in which such amendment effects a change in the amount of
stated capital, and the amount of stated capital as changed by such amendment,
are as follows:
Upon the filing of these Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Texas, the
stated capital of the Corporation shall be increased from $1,510.97 to
$212,355.92 to reflect the reclassification of the issued and
outstanding shares of Existing Common Stock into shares of Class B
Common Stock.
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ARTICLE SEVEN
The articles of incorporation and all amendments and supplements
thereto are superseded by the following amended and restated articles of
incorporation, which accurately copy the entire text thereof as further amended
as set forth above:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERISAFE, INC.
ARTICLE I
NAME
The name of the Corporation is AMERISAFE, Inc.
ARTICLE II
DURATION
The period of the Corporation's duration is perpetual.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to conduct any
and all lawful business for which a corporation may be organized under the
Texas Business Corporation Act.
ARTICLE IV
CAPITALIZATION
Section 1. Authorized Capital Stock. The total number of shares of
all classes of capital stock that the Corporation shall have authority to issue
is 225,000,000 shares, consisting of (a) 100,000,000 shares of Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), (b) 100,000,000 shares
of Class B Common Stock, par value $.01 per share ("Class B Common Stock" and,
together with Class A Common Stock, "Common Stock"), and (c) 25,000,000 shares
of Preferred Stock, par value $.01 per share ("Preferred Stock"), of which
3,700,000 shares are designated as Series A Cumulative Preferred Stock. Except
as otherwise required by law or expressly provided for herein, the rights,
powers and preferences of the shares of Common Stock and the qualifications,
limitations or restrictions thereof, shall be in all respects identical.
Section 2. Reclassification. Upon the filing of these Amended and
Restated Articles of Incorporation with the Office of the Secretary of State of
the State of Texas, (i) each then issued and outstanding share of common stock,
no par value, of the Corporation ("Existing Common Stock") shall be
reclassified, automatically and without any action on the part of the
respective holders thereof, into 3,603.62603 shares of Class B Common Stock (as
hereinafter defined) and (ii) the par value of each then issued and outstanding
share of preferred stock, par value $1.00 per share, of the Corporation shall
be decreased, automatically and without any action on the part of the holder
thereof, to $.01 per share.
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Section 3. Common Stock. The relative rights, powers, preferences,
qualifications, limitations and restrictions of the Class A Common Stock and
Class B Common Stock shall be as follows:
(a) Voting Rights. Each share of Class A Common Stock
shall be entitled to one vote, and each share of Class B Common Stock
shall be entitled to ten votes, on all matters submitted to a vote of
the shareholders. Except as otherwise provided herein or by law, all
actions submitted to a vote of the shareholders of the Corporation
shall be voted on by the holders of the Class A Common Stock and Class
B Common Stock voting together as a single class.
(b) Conversion. The Class A Common Stock has no
conversion rights. Each share of Class B Common Stock is convertible
at any time, and from time to time, at the option of and without cost
to the holder thereof, into one fully paid and nonassessable share of
Class A Common Stock; provided however, that shares of Class B Common
Stock may only be converted into Class A Common Stock after the
delivery to the Corporation of a Conversion Notice (as hereinafter
defined); and provided further, however, that shares of Class B Common
Stock shall be automatically converted, without any action on the part
of the holder thereof into shares of Class A Common Stock upon the
transfer of such shares of Class B Common Stock except as a result of
(i) a transfer to any lineal descendant of any grandparent of a record
holder of such shares of Class B Common Stock (a "Class B Holder"),
including adopted children and any such descendant's spouse, (ii) a
transfer by will or by the laws of descent and distribution, or (iii)
a transfer to a voting trust or other trust (including a distribution
from such trust to the trust beneficiaries), to a corporation,
partnership or other entity controlled by the beneficial owner of such
shares, or to the individual beneficial owner of such shares or to any
such entity that will become controlled by the beneficial owner of
such shares immediately after the transfer or series of transfers
within any ten (10) day period.
If any Class B Holder desires to convert any of such shares
into shares of Class A Common Stock, such Class B Holder shall present
and surrender the certificate or certificates representing such shares
during usual business hours at any office or agency of the Corporation
maintained for the transfer of Class B Common Stock and shall deliver
a written notice ("Conversion Notice") of the election of such Class B
Holder to convert the shares represented by such certificate or any
portion thereof as specified in the Conversion Notice. The Conversion
Notice shall state the name or names (with addresses) in which the
certificate or certificates representing shares of Class A Common
Stock issuable on such conversion shall be registered. If so required
by the Corporation, any certificate representing shares of Class B
Common Stock surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly
executed by the holder of such shares or his authorized
representative. Each conversion of shares of Class B Common Stock
shall be deemed to have been effected on the date (the "Conversion
Date") on which the certificate or certificates representing such
shares shall have been surrendered and such notice and any required
instruments of transfer shall have been received as aforesaid. The
person or persons in whose name or names any certificate or
certificates representing shares of Class A Common Stock are issuable
upon such conversion shall be, for the purpose of receiving dividends
and for all other corporate purposes whatsoever, deemed to have become
the holder or holders of record of the shares of Class A Common Stock
represented thereby on the Conversion Date.
As promptly as practicable after the Conversion Date, the
Corporation shall issue and deliver at such office or agency, to or
upon the written order of the holder thereof, certificates for the
number of shares of Class A Common Stock issuable upon such
conversion. Subject to the provisions of this subsection (b) of this
Section 3, in the event any certificate representing shares of Class B
Common Stock shall be surrendered for conversion of a part only of the
shares represented thereby, the Corporation shall deliver at such
office or agency, to or upon the written order of the holder thereof,
a certificate or certificates for the number of shares of Class B
Common Stock represented by such surrendered certificate which are not
being converted. The issuance of certificates representing shares of
Class A Common Stock issuable upon the conversion of shares of
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Class B Common Stock by the registered holder thereof shall be made
without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The Corporation shall
not, however, be required to pay any tax which may be payable with
respect to any transfer involved in the issue and delivery of any
certificate in a name other than that of the registered holder of the
shares being converted, and the Corporation shall not be required to
issue or deliver any such certificate unless and until the person
requesting the issue thereof shall have paid to the Corporation the
amount of such tax or has established to the satisfaction of the
Corporation that such tax has been paid.
Upon any conversion of shares of Class B Common Stock into
shares of Class A Common Stock pursuant hereto, no adjustment with
respect to dividends shall be made; only those dividends shall be
payable on the shares so converted as may be declared and are payable
to holders of record of shares of Class B Common Stock on a date prior
to the Conversion Date with respect to the shares so converted; and
only those dividends shall be payable on shares of Class A Common
Stock issued upon such conversion as may be declared and are payable
to holders of record of shares of Class A Common Stock on or after
such Conversion Date.
In case of any consolidation or merger of the Corporation as a
result of which the holders of Class A Common Stock shall be entitled
to receive cash, stock, other securities or other property with
respect to or in exchange for Class A Common Stock or in case of any
sale or conveyance of all or substantially all of the property or
business of the Corporation as an entirety, each holder of any share
of Class B Common Stock shall have the right thereafter, so long as
the conversion right hereunder shall exist, to convert such share into
the kind and amount of cash, shares of stock, and other securities and
properties as are receivable upon such consolidation, merger, sale or
conveyance by each holder of one share of Class A Common Stock and
shall have no other conversion rights with regard to such share. The
provisions of this paragraph shall similarly apply to successive
consolidations, mergers, sales or conveyances.
Shares of Class B Common Stock converted into Class A Common
Stock as provided in this Section 3(b) shall not be reissued, and all
such shares shall be cancelled, retired and eliminated from the shares
which the Corporation shall be authorized to issue. The President or
any Vice-President and the Secretary or any Assistant Secretary of the
Corporation are hereby authorized and directed on behalf of the
Corporation to file such documents from time to time as may be
necessary to reduce the authorized number of shares of Class B Common
Stock accordingly.
Such number of shares of Class A Common Stock as may from time
to time be required for such purpose shall be reserved for issuance
upon conversion of outstanding shares of Class B Common Stock and for
issuance upon exercise of options, if any.
(c) Dividends and Liquidation Rights. When, as and if
dividends are declared by the Board of Directors of the Corporation
(the "Board of Directors"), whether payable in cash, in property or in
securities of the Corporation, after dividends have been declared and
set aside for payment or paid on any series of Preferred Stock having
a preference over the Common Stock with respect to payment of such
dividends, the holders of the Class A Common Stock and Class B Common
Stock shall be entitled to share equally, share for share, in such
dividends, except that if dividends are declared which are payable in
shares of Class A Common Stock or Class B Common Stock, dividends
shall be declared which are payable at the same rate on both classes
of Common Stock and such dividends shall be payable only in shares of
Class A Common Stock to holders of the Class A Common Stock and shall
be payable only in shares of Class B Common Stock to holders of Class
B Common Stock. Upon the liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary,
after there have been paid or set apart for the holder of any series
of Preferred Stock having a preference over the Common Stock with
respect to distributions upon liquidation the full amount to which
they are entitled, the holders of Common
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Stock are entitled to receive and to share equally in all assets of
the Corporation available for distribution to shareholders.
Section 4. Preferred Stock.
(a) General. Preferred Stock may be issued in one or
more series. The Board of Directors is hereby authorized to issue the
shares of Preferred Stock in such series and to fix from time to time
before issuance the number of shares to be included in any such series
and to determine the designations, preferences, limitations and
relative rights, including voting rights, of all shares of such
series. The authority of the Board of Directors with respect to each
such series will include, without limiting the generality of the
foregoing, the determination of any or all of the following:
(i) the number of shares of any series and the
designation to distinguish the shares of such series from the
shares of all other series;
(ii) the voting powers, if any, and whether such
voting powers are full or limited in such series;
(iii) the redemption provisions, if any, applicable
to such series, including the redemption price or prices to be
paid;
(iv) whether dividends, if any, will be cumulative
or noncumulative, the dividend rate of such series, and the
dates and preferences of dividends on such series;
(v) the rights of such series upon the voluntary
or involuntary dissolution of, or upon any distribution of the
assets of, the Corporation;
(vi) the provisions, if any, pursuant to which the
shares of such series are convertible into, or exchangeable
for, shares of any other class or classes or of any other
series of the same or any other class or classes of stock, or
any other security, of the Corporation or any other
corporation or other entity, and the price or prices or the
rates of exchange applicable thereto;
(vii) the right, if any, to subscribe for or to
purchase any securities of the Corporation or any other
corporation or other entity;
(viii) the provisions, if any, of a sinking fund
applicable to such series; and
(ix) any other relative, participating, optional,
or other special powers, preferences, rights, qualifications,
limitations or restrictions thereof.
(b) Series A Cumulative Preferred Stock.
(i) The Series A Cumulative Preferred Stock is a
series of Preferred Stock and shall have the following rights,
characteristics, privileges and preferences:
(A) The Series A Cumulative Preferred
Stock shall be comprised of Three
Million Seven Hundred Thousand
(3,700,000) shares;
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(B) The Series A Cumulative Preferred
Stock shall pay dividends at the
rate of six percent (6%) per annum
and such shall be payable upon the
terms and conditions enumerated in
Section 4(b)(ii) of this Article IV;
(C) The Series A Cumulative Preferred
Stock shall pay cumulative dividends;
(D) The Series A Cumulative Preferred
Stock shall be redeemable at any
time by the Corporation at the
election of the Corporation, by and
through the action of its Board of
Directors;
(E) The Series A Cumulative Preferred
Stock shall be redeemable at the
price of One and no/100 Dollars
($1.00) per share plus all dividends
then in arrears;
(F) The Series A Cumulative Preferred
Stock shall be non-voting;
(G) The Series A Cumulative Preferred
Stock shall be non-convertible;
(H) The holder of Series A Cumulative
Preferred Stock shall be entitled,
upon the involuntary or the
voluntary liquidation of the
Corporation, to One and no/100
Dollars ($1.00) per share plus all
dividends then in arrears, which
shall be payable upon the terms and
conditions enumerated in Section
4(b)(iii) of this Article IV; and
(I) The certificates evidencing the
Series A Cumulative Preferred Stock
shall bear a legend of investment
restrictions satisfactory to counsel
for the Corporation and consistent
with the buyers' investment
representations.
(ii) The holders of Series A Cumulative Preferred
Stock shall be entitled to receive on the dates and for the
periods hereafter specified by the Board of Directors,
dividends in cash, payable when, if and as declared by the
Board of Directors out of any funds legally available therefor
from the date upon which such shares shall have been
originally issued. Such dividends, if any, shall be
cumulative from the date of issue, so that no dividend (other
than a dividend payable in Common Stock of the Corporation) or
other distribution shall be paid or declared or made on, and
no amounts shall be applied to the purchase or redemption of,
the Common Stock or any other class of stock ranking junior to
the Series A Cumulative Preferred Stock as to dividends unless
full cumulative dividends for all past dividend periods shall
have been paid or declared and set apart for payment, and full
dividends for the current dividend period shall have been or
simultaneously therewith shall be paid or declared and set
apart for payment, on outstanding Series A Cumulative
Preferred Stock. Accumulations of dividends shall not bear
interest.
(iii) In the event of any dissolution, liquidation
or winding up of the Corporation, whether voluntarily or
involuntarily, the holders of Series A Cumulative Preferred
Stock shall be entitled to receive in cash out of the assets
of the Corporation, whether capital or surplus or otherwise,
before any distribution of the assets shall be made to the
holders of Common Stock or of any other class of stock ranking
junior to the Series A Cumulative Preferred Stock as to
assets, the amount determined by the Board of Directors,
pursuant to the authority granted in Section 4(a) of this
Article IV, to be payable on the shares of Series A Cumulative
Preferred Stock in the event of voluntary or
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involuntary dissolution, liquidation or winding up, as the
case may be, together, in all cases, with unpaid accumulated
dividends, if any, whether such dividends are earned, declared
or otherwise, to the date fixed for such payment. If the
assets shall not be sufficient to pay in full the amounts so
determined to be payable on all shares of the Preferred Stock
in the event of such voluntary or involuntary dissolution,
liquidation or winding up, as the case may be, then the assets
available for payment shall be distributed ratably among the
holders of the Preferred Stock of all series in accordance
with the amounts so determined to be payable on the shares of
each series in the event of voluntary of involuntary
dissolution, liquidation or winding up, as the case may be, in
proportion to the full preferential amounts together with any
and all dividend arrearages to which they are respectively
entitled. After payment to the holders of the Series A
Cumulative Preferred Stock of the full preferential amounts
provided for herein, the holders of Series A Cumulative
Preferred Stock will have no other rights or claims to any of
the remaining assets of the Corporation either upon
distribution of such assets or upon dissolution, liquidation
or winding up. The sale of all or substantially all of the
property of the Corporation to, or the merger, consolidation
or reorganization of the Corporation into or with, any other
corporation, or the purchase or redemption by the Corporation
of any shares of its Preferred Stock or its Common Stock or
any other class of its stock shall not be deemed to be a
distribution of assets or a dissolution, liquidation or
winding up for the purposes of this paragraph.
(iv) So long as full cumulative dividends on all
outstanding shares of Series A Cumulative Preferred Stock for
all dividend periods ending on or prior to the date fixed for
redemption shall have been paid or declared and set apart for
payment and subject to any requirements of applicable law, the
Corporation may at the option of the Board of Directors of the
Corporation, redeem the whole or any part of the shares of
Series A Cumulative Preferred Stock determined by it to be
redeemable pursuant to the authority granted in Section 4(a)
of this Article IV, and without redeeming the shares of any
other series of Preferred Stock on the terms and conditions
and at the redemption price so determined for the Series A
Cumulative Preferred Stock, plus the amount of unpaid
accumulated dividends, if any, to the date of such redemption.
All such redemptions of Series A Cumulative Preferred Stock
shall be effected in accordance with the procedure for
redemptions set forth in the Texas Business Corporation Act in
effect at the times of such redemptions. Shares of Series A
Cumulative Preferred Stock which are redeemed or otherwise
cancelled shall be restored to the status of authorized but
unissued shares without designation.
On or before the date fixed for redemption, the
Corporation may provide for payment of a sum sufficient to
redeem the shares called for redemption either (A) by setting
aside the sum, separate from its other funds, in trust for the
benefit of the holders of the shares to be redeemed, or (B) by
depositing such sum in a bank or trust company as a trust
fund, with irrevocable instructions and authority to the bank
or trust company to give or complete the notice of redemption
and to pay, on or after the date fixed for redemption, the
redemption price on surrender of certificates evidencing the
shares of Series A Cumulative Preferred Stock called for
redemption. From and after the date fixed for redemption, (1)
the shares shall be deemed to be redeemed, (2) dividends
thereon shall cease to accumulate, (3) such setting aside or
deposit shall be deemed to constitute full payment of the
shares, (4) the shares shall no longer be deemed to be
outstanding, (5) the holders thereof shall cease to be
shareholders with respect to such shares, and (6) the holders
thereof shall have no rights with respect thereto, except the
right to receive their proportionate shares of the fund set
aside pursuant hereto or deposited upon surrender of their
respective certificates, and any right to convert such shares
which may exist. Any interest accrued on funds set aside
pursuant hereto or deposited shall belong to the Corporation.
If the holders of shares do not, within six (6) years after
such deposit, claim any amount so deposited for redemption
thereof, the bank or trust company shall upon
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demand pay over to the Corporation the balance of the funds so
deposited, and the bank or trust company shall thereupon be
relieved of all responsibility to such holders.
(v) Voting Powers. Except as provided by law or
as set forth herein, the holders of Series A Cumulative
Preferred Stock shall not have any right to vote for any
purpose or on any matter whatsoever, all such voting power
being vested exclusively in the shares of Common Stock of the
Corporation. Holders of Series A Cumulative Preferred Stock
shall not be entitled to receive notice of any meeting of
shareholders of the Corporation at which they are not entitled
to vote. The holders of shares of any and all Series A
Cumulative Preferred Stock outstanding on the record date for
any such meeting of the shareholders shall be entitled to
vote, as a single class, upon any proposed amendment to these
Articles of Incorporation, if such amendment would (A)
increase or decrease the aggregate number of authorized shares
of Series A Cumulative Preferred Stock, (B) increase or
decrease the par value of shares of Series A Cumulative
Preferred Stock, (C) effect an exchange, reclassification or
cancellation of all or part of the shares of Series A
Cumulative Preferred Stock, (D) effect an exchange, or create
a right of exchange, of all or any part of the shares of
another class into shares of Series A Cumulative Preferred
Stock, (E) change the designations, preferences, limitations
or relative rights of the Series A Cumulative Preferred Stock
at the time outstanding in those respects in which the shares
thereof vary from shares of other series of Preferred Stock at
the time outstanding, (F) change the shares of Series A
Cumulative Preferred Stock into the same or a different number
of shares, either with or without par value, of the same class
or another class or classes, (G) create a new class of
Preferred Stock having rights and preferences equal, prior or
superior to the shares of the Series A Cumulative Preferred
Stock or increase the rights and preferences of any class
having rights and preferences later or inferior to the shares
of the Series A Cumulative Preferred Stock in such a manner as
to become equal, prior or superior to the shares of the Series
A Cumulative Preferred Stock or (H) cancel or otherwise affect
accumulated but undeclared dividends on the shares of Series A
Cumulative Preferred Stock, and no such proposed amendment
shall be deemed to have been adopted and approved without the
affirmative vote of holders of that number of shares of Series
A Cumulative Preferred Stock then outstanding which shall be
required pursuant to the provisions of the Texas Business
Corporation Act in effect at the time of such vote.
ARTICLE V
COMMENCEMENT OF BUSINESS
The Corporation will not commence business until it has received
consideration for the issuance of its shares of the value of $1,000.00,
consisting of money, labor done or property actually received.
ARTICLE VI
REGISTERED OFFICE
The street address of the Corporation's registered office is as
follows:
350 N. St. Paul, Suite 2900
Dallas, Texas 75201
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ARTICLE VII
REGISTERED AGENT
The name of the Corporation's registered agent at the Corporation's
registered office is C T Corporation System.
ARTICLE VIII
DIRECTORS
The names of the current Directors of the Corporation are:
Millard E. Morris
Mark R. Anderson
Arthur L. Hunt
Jack R. Buck
The address of each of the Directors is 2301 Highway 190 West,
DeRidder, Louisiana 70634.
ARTICLE IX
DENIAL OF PRE-EMPTIVE RIGHTS
No shareholder shall have any pre-emptive right to purchase shares of
the Corporation.
ARTICLE X
NON-CUMULATIVE VOTING
Cumulative voting is expressly prohibited.
ARTICLE XI
BYLAWS
The power to amend or repeal the Bylaws or to adopt new Bylaws shall
be vested in either the shareholders or the Board of Directors of the
Corporation, subject to the shareholders providing in amending, repealing or
adopting a particular Bylaw that it may not be amended or repealed by the Board
of Directors of the Corporation.
ARTICLE XII
ELECTION OF DIRECTORS
12.1 Number, Election and Terms of Directors. Subject to the
rights of the holders of any series of Preferred Stock to elect additional
Directors, the number of the Directors of the Corporation shall be fixed from
time to time by or pursuant to the Bylaws of the Corporation. The Directors,
other than those who may be elected by the holders of Preferred Stock, shall be
classified with respect to the time for which they severally hold office into
three classes, as nearly their equal in number as possible. At each annual
meeting of the shareholders of the Corporation, the successors of the class of
Directors whose term expires at that meeting shall be elected by plurality vote
of all votes cast at such meeting to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election.
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12.2 Shareholder Nomination of Director Candidates and
Introduction of Business. Advance notice of shareholder nominations for the
election of Directors and advance notice of business to be brought by
shareholders before an annual meeting shall be given in the manner provided in
the Bylaws of the Corporation.
12.3 Decrease in Number of Directors. No decrease in the number of
Directors constituting the Board of Directors shall shorten the term of an
incumbent Director.
12.4 No Requirement of Written Ballot. The election of the
Directors may be conducted in any form adopted by the Board of Directors, and
need not be by written ballot. In the event, however, that a majority of the
shareholders vote to require written ballots, written ballots shall be used.
ARTICLE XIII
SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of the shareholders, unless otherwise prescribed by
statute, may be called by the Chairman of the Board, President or the Board of
Directors or by the holders of at least 50% of all shares entitled to vote at
the meeting.
ARTICLE XIV
INDEMNIFICATION
Each person who is or was a Director or officer of the Corporation, or
each such person who is or was serving at the request of the Board of Directors
or an officer of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust or other
enterprise or employee benefit plan (including the heirs, executors,
administrators or estate of such person), shall be indemnified by the
Corporation to the fullest extent that a corporation is required or permitted
to grant indemnification to such person under the Texas Business Corporation
Act and the Texas Miscellaneous Corporation Act as the same exist or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person which provide
for indemnification greater or different than that provided in this Article XIV
to the extent provided by applicable laws. Any amendment or repeal of this
Article XIV shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal.
ARTICLE XV
NO MONETARY LIABILITY OF DIRECTORS TO SHAREHOLDERS
To the full extent permitted by the Texas Business Corporation Act or
any other applicable laws presently or hereafter in effect, no Director of the
Corporation shall be personally liable to the Corporation or its shareholders
for or with respect to any acts or omissions in the performance of his or her
duties as a Director of the Corporation. Any repeal or modification of this
Article XV shall not adversely affect any right or protection of a Director of
the Corporation existing immediately prior to such repeal or modification.
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ARTICLE XVI
AMENDMENT
The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in these Articles of
Incorporation, and any other provisions authorized by the laws of the State of
Texas at the time in force may be added or inserted, in the manner now or
hereafter prescribed herein or by applicable law, and all rights, preferences
and privileges of whatsoever nature conferred upon shareholders, Directors or
any other persons whomsoever by and pursuant to these Articles of Incorporation
in their present form or as hereafter amended are granted subject to the right
reserved in this Article XVI; provided, however, that any amendment or repeal
of Article XIV or Article XV of these Articles of Incorporation shall not
adversely affect any right or protection existing hereunder immediately prior
to such amendment or repeal.
Gulf Universal Holdings, Inc.
By: /s/ MARK R. ANDERSON
------------------------------------
Mark R. Anderson, President
August 5, 1996
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