ARTICLES OF INCORPORATION
OF
POPE JEEP-EAGLE, INC.
ARTICLE I
The name of the Corporation is: POPE JEEP-EAGLE, INC.
ARTICLE II
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
ARTICLE III
The Corporation shall have perpetual duration.
ARTICLE IV
The Corporation is organized as a corporation for profit and may
engage in any lawful activity and have any purpose not specifically prohibited
to corporations under the applicable laws of the State of Georgia and shall be
authorized to carry on any lawful business and to take any lawful actions
necessary in connection therewith or incident thereto.
ARTICLE V
The Corporation shall have authority, to be exercised by its Board of
Directors, to issue 10,000 shares of voting Common Stock of the par value of
$1.00 per share. The Corporation may purchase its own shares out of
unrestricted and unreserved earned surplus and capital surplus available
therefor and otherwise as provided by law. The Board of Directors of the
Corporation may, from time to time, and in its discretion, distribute to its
shareholders out of the capital surplus of the Corporation a
portion of its assets, in cash or property. Shareholders of the Corporation
shall not have any pre-emptive right to acquire unissued shares of the
Corporation.
ARTICLE VI
The Corporation shall not commence business until it shall have
received at least Five Hundred Dollars ($500.00) in payment for the issuance of
shares of stock.
ARTICLE VII
The initial registered office of the Corporation shall be at 1360
Peachtree Street, N.E., Two Midtown Plaza, Suite 1500, Atlanta, Georgia
30309-3209. The initial registered agent of the Corporation shall be Charles D.
Ganz.
ARTICLE VIII
The initial Board of Directors shall consist of three members, whose
names and address are:
G. Richard Pope
6130 Memorial Drive
Stone Mountain, Georgia 30083
Neal Q. Pope
4420 Buford Highway
Atlanta, Georgia 30341
James A. Pope
4420 Buford Highway
Atlanta, Georgia 30341
ARTICLE IX
Directors of the Corporation shall have no personal liability for
monetary damages to the Corporation or to its shareholders for breach of duty
of care or any other duty as a director, except (i) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation, (ii)
for
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acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liability set forth in
Section 14-2-154 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the director derives an improper personal benefit.
ARTICLE X
Any action required by the Georgia Business Corporation Code to be
taken at a meeting of the shareholders of the Corporation or which may be taken
at a meeting of the shareholders may be taken without a meeting if written
consent, setting forth the action so taken, is signed by persons who would be
entitled to vote at a meeting those shares having voting power to cast not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shareholders entitled to vote were
present and voted.
ARTICLE XI
The name and address of the incorporator is G. Richard Pope, 6130
Memorial Drive, Stone Mountain, Georgia 30083.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation, this 13th day of October, 1987.
/s/ Diana J. P. McKenzie
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Diana J. P. McKenzie,
Attorney for Incorporator
WILDMAN, HARROLD, ALLEN, DIXON & BRANCH
15th Floor - Two Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309-3209
CONSENT TO SERVE AS A REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent for POPE
JEEP-EAGLE, INC. until further notice shall be given to the Secretary of State
of Georgia.
Dated: October 12, 1987
/s/ Charles D. Ganz
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Charles D. Ganz
Address:
WILDMAN, HARROLD, ALLEN, DIXON & BRANCH
1360 Peachtree Street, N.E.
Two Midtown Plaza
Suite 1500
Atlanta, Georgia 30309-3209