EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
BAKERS FOOTWEAR GROUP, INC.
ARTICLE ONE
NAME
The name of the corporation (the "Corporation") is Bakers Footwear
Group, Inc.
ARTICLE TWO
REGISTERED OFFICE
The address of the Corporation's registered office in the State of
Missouri is 2815 Scott Avenue, St. Louis, Missouri 63103, and the name of the
registered agent at such address is Peter A. Edison.
ARTICLE THREE
AUTHORIZED SHARES
A. Classes and Number of Shares.
The aggregate number, class and par value of shares of capital stock
which the Corporation shall have authority to issue is Forty Five Million
(45,000,000) shares of stock, consisting of:
(i) Forty Million (40,000,000) shares of common stock,
having a par value of one one-hundredth of a cent ($0.0001) per share ("Common
Stock"); and
(ii) Five Million (5,000,000) shares of preferred stock,
having a par value of one one-hundredth of a cent ($0.0001) per share
("Preferred Stock").
All preemptive rights of shareholders are hereby denied, so that no
stock or other security of the Corporation shall carry with it and no holder or
owner of any share or shares of stock or other security or securities of the
Corporation shall have any preferential or preemptive right to acquire
additional shares of stock or of any other security of the Corporation. All
cumulative voting rights are hereby denied, so that no stock or other security
of the Corporation shall carry with it and no holder or owner of any share or
shares of such stock or security shall have any right to cumulative voting in
the election of directors or for any other purpose. The foregoing provisions
within this paragraph are not intended to modify or prohibit any provisions of
any voting trust or agreement between or among holders or owners of shares of
stock or other securities of the Corporation.
In addition to those general qualifications, limitations and
restrictions applicable to each and every class and series of capital stock of
the Corporation as a matter of law or as stated in the immediately preceding
paragraph, the voting powers, designations, preferences, and relative,
participating, optional or other special rights and qualifications, limitations,
or restrictions thereof, or terms and conditions of redemption, if any, in
respect of the shares of each class are described in Sections B and C of this
Article Three.
B. Terms of Common Stock.
1. Voting Rights. Except as otherwise provided by the GBCL, each holder
of shares of Common Stock shall be entitled to one vote per share of Common
Stock held by such holder on all matters to be voted on by the shareholders.
2. Dividend Rights. Subject to the express terms of any outstanding
series of Preferred Stock, dividends may be declared and paid upon the Common
Stock out of funds of the Corporation legally available therefor, in such
amounts and at such times as the Board of Directors may determine. Funds
otherwise legally available for the payment of dividends on the Common Stock
shall not be restricted or reduced by reason of there being any excess of the
aggregate preferential amount of any series of Preferred Stock outstanding over
the aggregate par value thereof.
C. Terms of Preferred Stock.
1. Subject to the requirements of the GBCL, and to the provisions
of these Articles of Incorporation, the Board of Directors is expressly
authorized, prior to the issuance of any shares of any series of Preferred
Stock, to cause any number of the authorized and undesignated shares of
Preferred Stock to be issued at any time and from time to time by adopting a
resolution or resolutions providing for the issuance of shares of any particular
series of Preferred Stock, to set or change the number of shares to be included
in any series of Preferred Stock and to set or change (in any one or more
respects) the voting powers, full or limited, or no voting powers, and the
designations, preferences, and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, or
terms and conditions of redemption relating to the shares of each such series
and, if and to the extent from time to time required by law, by filing
certification thereto with the Secretary of State of Missouri. The authority of
the Board of Directors with respect to each series of Preferred Stock shall
include, but not be limited to, setting or changing the following:
(a) the distinctive serial designation of such series and
the number of shares constituting such series (provided that the aggregate
number of shares constituting all series of Preferred Stock shall not exceed the
aggregate number of authorized shares set out in clause (ii) of Section A of
this Article Three);
(b) the rate or amount per annum, if any, at which the
holders of the shares of such series of Preferred Stock shall be entitled to
receive dividends, the date on which any such dividends shall be payable,
whether and the extent to which such dividends shall be cumulative or
non-cumulative, the relative rights of priority, if any, of payment of any
dividends, and the time at which, and the terms and conditions on which, any
such dividends shall be paid;
(c) whether the shares of such series shall be redeemable
or purchasable and, if so, the terms and conditions of such redemption or
purchase, including the date or dates upon and after which such shares shall be
redeemable or purchasable, and the amount per share payable in case of
redemption or purchase, with any adjustments, which amount may vary under
different conditions and at different redemption or purchase dates and may be in
cash, property or rights, including securities of the Corporation or of another
business entity;
(d) the obligation, if any, of the Corporation to retire
shares of such series pursuant to a sinking fund and the terms and conditions of
any such sinking fund;
(e) whether shares of such series of Preferred Stock
shall be convertible into, or exchangeable for, shares of stock of any other
series, class or classes, now or hereafter authorized, and, if so, the terms and
conditions of such conversion or exchange, including the price or prices or the
rate or rates of conversion or exchange and the terms of adjustment, if any;
(f) whether the shares of such series of Preferred Stock
shall have voting rights, in addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(g) the rights of the holders of shares of such series of
Preferred Stock in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of such holders with respect thereto; and
(h) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such series of
Preferred Stock.
ARTICLE FOUR
BUSINESS COMBINATIONS
The Corporation hereby subjects itself to and accepts the provisions of
Section 351.459 of the GBCL, provided that such section shall not apply to any
person who was an "interested shareholder" as of April 1, 2002, or any
affiliates or associates of such person at such time.
ARTICLE FIVE
INCORPORATOR
The name and place of residence of each incorporator is as follows:
Charles H. Weiss, St. Louis, Missouri 25 shares
Max W. Kramer, St. Louis, Missouri 25 shares
Henry H. Stern, St. Louis, Missouri 25 shares
Clyde W. Wagner, St. Louis, Missouri 25 shares
---
100 shares
ARTICLE SIX
DIRECTORS
A. Number and Classification.
-------------------------
The current number of directors to constitute the Board of Directors of
the Corporation is three. Hereafter, the number of directors shall be fixed by
or in the manner provided in the Bylaws of the Corporation. Any changes in the
number of directors shall be reported to the Missouri Secretary of State within
thirty (30) calendar days of such change. Directors shall be elected to hold
office until the next succeeding annual meeting of the shareholders and the
election or appointment of the director's successor or the director's earlier
resignation or removal. Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of stock of the Corporation, other than shares
of Common Stock, shall have the right, voting separately by class or series, to
elect directors, then the election, term of office, filling of vacancies and
other features of such directorship shall be governed by the terms of the
Articles of Incorporation of the Corporation or any certificate of designation
thereunder applicable thereto. As used in these Articles of Incorporation, the
term "entire Board of Directors" or the "entire Board" means the total number
fixed by, or in accordance with, these Articles of Incorporation and the Bylaws
of the Corporation.
B. Removal of Directors.
Subject to, and in addition to, the rights, if any, of the holders of
any class of capital stock of the Corporation (other than the Common Stock) then
outstanding or any limitation imposed by law, (1) any director, or the entire
Board of Directors, may be removed from office at any time prior to the
expiration of his, her or their term of office only for cause and by the
affirmative vote of the holders of record of outstanding shares representing not
less than two-thirds of all of the then outstanding shares of capital stock of
the Corporation then entitled to vote generally in the election of directors,
voting together as a single class at a special meeting of shareholders called
expressly for that purpose (such vote being in addition to any required class or
other vote); and (2) any director may be removed from office for cause by the
affirmative vote of a majority of the entire Board of Directors at any time
prior to the expiration of his or her term of office, as provided by law, in the
event that the director fails to meet any qualifications stated in the Bylaws
for election as a director or in the event that the director is in breach of any
agreement between the director and the Corporation relating to the director's
service as a director or employee of the Corporation. Notice of any proposed
removal pursuant to clause 2 of this Section B shall be given to all directors
of the Corporation prior to action thereto.
C. Vacancies.
Subject to the rights, if any, of the holders of any class of capital
stock of the Corporation (other than the Common Stock) then outstanding, any
vacancies in the Board of Directors which occur for any reason, including
vacancies which occur by reason of an increase in the number of directors or the
removal or resignation of a director, shall be filled only by the Board of
Directors, acting by the affirmative vote of a majority of the remaining
directors then in office (although less than a quorum). Any replacement director
so elected shall hold office only until the next election of directors by the
shareholders of the Corporation, unless removed prior to the expiration of his
or her term, pursuant to Section B the Article Six.
ARTICLE SEVEN
DURATION
The duration of the Corporation is perpetual.
ARTICLE EIGHT
PURPOSES
The Corporation is formed for the purpose of engaging in any lawful act
or activity for which a corporation now or hereafter may be organized under the
laws of the State of Missouri.
ARTICLE NINE
BYLAWS
Only a majority of the entire Board of Directors may make, amend,
alter, change or repeal any provision or provisions of the Bylaws of the
Corporation; provided, however, that in no event shall the Bylaws be
inconsistent with law or, in substance to a material degree, with any of the
terms, conditions or provisions of these Articles of Incorporation.
ARTICLE TEN
LIMITATION ON LIABILITY
The liability of the directors of the Corporation to the Corporation or
any of its shareholders for monetary damages for breach of fiduciary duty as a
director shall be eliminated to the fullest extent permitted under the GBCL. Any
repeal or modification of this Article Ten by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.
ARTICLE ELEVEN
AMENDMENT OF THE ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on the
shareholders, directors, officers, employees or agents of the Corporation are
subject to this reserved power; provided, that (in addition to any required
class or other vote) the affirmative vote of the holders of record of
outstanding shares representing not less than two-thirds of all of the
outstanding shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter, change or repeal, or adopt any provision or
provisions inconsistent with, Articles Four, Six, Nine, Ten or this Article
Eleven of these Articles of Incorporation, notwithstanding the fact that a
lesser percentage may be specified by the laws of Missouri.