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RESTATED ARTICLES OF INCORPORATION OF
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
1.
NAME
The name of the corporation is: The Profit Recovery Group
International, Inc.
2.
CAPITALIZATION
The total number of shares of capital stock of all classes
that the corporation shall have the authority to issue is Two Hundred and One
Million (201,000,000) shares, of which Two Hundred Million (200,000,000)
shares, no par value per share, shall be designated "Common Stock" and One
Million (1,000,000) shares, no par value per share, shall be designated
"Preferred Stock."
The preferences, limitations and relative rights of the
shares of each class of stock of the corporation are as follows:
A. PREFERRED STOCK
1. General. The Preferred Stock may be issued
from time to time in one or more classes or series, the
shares of each class or series to have such designations,
powers, preferences, rights, qualifications, limitations and
restrictions thereon as are stated and expressed herein and
in the resolution or resolutions providing for the issuance
of such class or series adopted by the Board of Directors as
hereinafter prescribed. Articles of Amendment shall be filed
with respect to issuance of such Preferred Stock pursuant to
the provisions of Section 14-2-602 of the Georgia Business
Corporation Code (as amended from time to time, the "Code").
Each series of a class must be given a distinguishing
designation and all shares of a series must have preferences,
limitations, and relative rights identical with those of
other shares of the same series and, except to the extent
otherwise provided in the description of the series, with
those of other series of the same class; provided, however,
that any of the voting powers, preferences, designations,
rights, qualifications, limitations, or restrictions of or on
the class or series of shares, or the holders thereof, may be
made dependent upon facts ascertainable outside these
Articles of Incorporation, as amended from time to time, if
the manner in which the facts shall operate upon the voting
powers, designations, preferences, rights, qualifications,
limitations, or restrictions of or on the shares, or the
holders thereof, is clearly and expressly set forth in these
Articles of Incorporation, as amended from time to time.
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2. Preferences, Limitations and Relative
Rights. Authority is hereby expressly granted to and vested
in the Board of Directors to authorize the issuance of the
Preferred Stock from time to time in one or more classes or
series, to determine and take necessary proceedings to fully
effect the issuance and redemption of any such Preferred
Stock, and, with respect to each class or series of the
Preferred Stock, to fix and state the following by resolution
or resolutions from time to time adopted providing for the
issuance thereof:
a) whether or not the class or series is to have voting
rights, full or limited, or is to be without voting
rights;
b) the number of shares which shall constitute the
class or series and the designations thereof;
c) the preferences and relative participating, optional
or other special rights, if any, and the
qualifications, limitations or restrictions thereof,
if any, with respect to any class or series;
d) whether or not the shares of any class or series
shall be redeemable and, if redeemable, the
redemption price or prices, and the time or times at
which, and the terms and conditions upon which, such
shares shall be redeemable and the manner of
redemption;
e) whether or not the shares of a class or series shall
be subject to the operation of retirement or sinking
funds to be applied to the purchase or redemption of
such shares for retirement, and if such retirement
or sinking fund or funds be established, the annual
amount thereof and the terms and provisions relative
to the operation thereof;
f) whether or not dividends are payable on any class or
classes or series of stock, and if dividends are so
payable, the dividend rate, whether dividends are
payable in cash, stock of the corporation, or other
property, the conditions upon which and the times
when such dividends are payable, the preference to,
or the relation to the payment of, the dividends
payable on any other class or classes or series of
stock, whether or not such dividend shall be
cumulative or noncumulative, and if cumulative, the
date or dates from which such dividends shall
accumulate;
g) the preferences, if any, and the amounts thereof
that the holders of any class or series thereof
shall be entitled to receive upon the voluntary or
involuntary dissolution of, or upon any distribution
of the assets of, the corporation;
h) whether or not the shares of any class or series
shall be convertible into, or exchangeable for, the
shares of any other class or classes or of any other
series of the same or any other class or classes of
the corporation and the conversion price or prices
or ratio or ratios or the rate or rates at which
such conversion or exchange may be made, with such
adjustments, if any, as shall be stated and
expressed or provided for in such resolution or
resolutions; and
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i) such other rights and provisions with respect to any class or
series as the Board of Directors may deem advisable.
The shares of each class or series of the Preferred Stock may
vary from the shares of any other class or series thereof in any or all
of the foregoing respects. The Board of Directors may increase the
number of shares of Preferred Stock designated for any existing class
or series by a resolution adding to such class or series authorized and
unissued shares of the Preferred Stock not designated for any other
class or series. The Board of Directors may decrease, but not below the
number of shares then issued, the number of shares of the Preferred
Stock designated for any existing class or series by a resolution,
subtracting from such class or series unissued shares of the Preferred
Stock designated for such class or series, and the shares so subtracted
shall become authorized, unissued and undesignated shares of the
Preferred Stock.
B. COMMON STOCK
1. VOTING RIGHTS.
(a) Except as otherwise required by law or as may be
provided by the resolutions of the Board of Directors authorizing the
issuance of any class or series of Preferred Stock, as provided in
Section A of this Article 2, all rights to vote and all voting power
shall be vested exclusively in the holders of the Common Stock.
(b) The holders of the Common Stock shall be entitled to
one vote per share on all matters submitted to a vote of shareholders
of the Corporation (the "Shareholders"), including, without limitation,
the election of directors.
2. DIVIDENDS. Except as otherwise provided by law or as
may be provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of Preferred Stock, as
provided in Section A of this Article 2, the holders of the Common
Stock shall be entitled to receive, on a pro-rata basis, when, as and
if provided by the Board of Directors, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.
3. LIQUIDATING DISTRIBUTIONS. Upon any liquidation,
dissolution or winding-up of the corporation, whether voluntary or
involuntary, and after payment or provision for payment of the debts
and other liabilities of the corporation, and except as may be provided
by the resolutions of the Board of Directors authorizing the issuance
of any class or series of Preferred Stock, as provided in Section A of
this Article 2, the remaining assets of the corporation shall be
distributed pro-rata to the holders of the Common Stock.
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3.
BOARD OF DIRECTORS
(a) The Board of Directors shall be divided into three
(3) classes with each such class to be as nearly equal in number as
possible. At the annual meeting of Shareholders in 1996 the directors
of Class I shall be elected to hold office for a term expiring at the
next succeeding annual meeting; directors of Class II shall be elected
to hold office for a term expiring at the second succeeding annual
meeting; and directors of Class III shall be elected to hold office
for a term expiring at the third succeeding annual meeting.
(b) Subject to the foregoing, at each annual meeting of
Shareholders beginning with the annual meeting to be held in 1997, the
successors to the class of directors whose term shall then expire
shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Each director shall hold office for the
term for which he or she is elected or appointed or until his or her
successor shall be elected and qualified, or until his or her death,
removal from office or resignation.
(c) Should the number of directors be changed, any newly
created directorships or any decrease in directorships shall be so
apportioned among the classes as to make Classes I, II, and III as
nearly equal in number as possible.
(d) No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent
director.
4.
SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of the Shareholders may be called only by:
(a) the Chairman of the Board;
(b) the President;
(c) a majority of the members of the Board of Directors
then in office; or
(d) the holders of at least thirty five percent (35%) of
all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting if said holders deliver to
the Secretary of the corporation one (1) or more signed and dated
written demands for the meeting, describing therein the purpose or
purposes for which the special meeting is to be held; provided,
however, that at such time and so long as there are one hundred (100)
or fewer Shareholders of record, the corporation shall hold such
special meeting upon the demand of at least twenty five percent (25%)
of said holders. The record date for determining Shareholders
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entitled to demand a special meeting shall be determined in the manner
provided in the Bylaws.
Only the business within the purpose or purposes described in
the meeting notice required by subsection (c) of Code Section 14-2-705
may be conducted at a special meeting of the Shareholders.
5.
INDEMNIFICATION
The corporation may indemnify or obligate itself to
indemnify, pursuant to an indemnification agreement or otherwise, a
director made a party to a proceeding, including a proceeding brought
by or in the right of the corporation, to the maximum extent permitted
by Section 14-2-856 of the Code, without regard to the limitations
contained in other sections of Part 5 of Article 8 of the Code.
6.
ELIMINATION OF MONETARY LIABILITY
No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
his or her duty of care or other duty as a director; provided, that
this provision shall eliminate or limit the liability of a director
only to the extent permitted by the Code or by any successor law or
laws.
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