EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CHOICEPOINT INC.
I.
(a) The name of the Corporation is ChoicePoint Inc.
(b) The street address and county of the initial registered office of the
Corporation shall be 1000 Alderman Drive, Alpharetta, Georgia 30202,
Fulton County. The initial Registered Agent of the Corporation at such
address shall be J. Michael de Janes.
(c) The mailing address of the initial principal office of the Corporation
is 1000 Alderman Drive, Alpharetta, Georgia, 30202.
(d) The name and address of the Incorporator is J. Michael de Janes, 1000
Alderman Drive, Alpharetta, Georgia 30202.
II.
The Corporation shall have authority to issue Four Hundred Million
(400,000,000) shares of Common Stock, $.0.10 par value per share. The
Corporation shall have the authority to issue Ten Million (10,000,000) shares of
Preferred Stock, $0.01 par value per share. Shares that are reacquired by the
Corporation shall be classified as treasury shares unless the terms of such
stock provide to the contrary. The designations and preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of Common
Stock are as follows:
COMMON STOCK
Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article
II, the Common Stock of the Corporation shall possess all such rights and
privileges as are afforded to capital stock by applicable law in the absence of
any express grant of rights and privileges provided for herein, including, but
not limited to, the following rights and privileges:
(a) Dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the Corporation legally
available for the payment of dividends;
(b) The holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring shareholder
action, each share being entitled to one vote: and
(c) Upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the net assets of the Corporation
available for distribution shall be distributed pro rata to the holders
of the Common Stock in accordance with their respective rights and
interests.
PREFERRED STOCK
In accordance with the provisions of the Georgia Business Corporation
Code, the Board of Directors of the Corporation may determine the preferences,
limitations, and relative rights of (1) any class of shares before the issuance
of any shares of that class or (2) one or more series within a class, and
designate the number of shares within that series, before the issuance of any
shares of that series.
III.
Except as otherwise provided in these Articles of Incorporation or
pursuant to the terms of any authorized series of Preferred Stock or by action
of the Board of Directors pursuant to the Georgia Business Corporation Code, the
vote required for shareholder action on all matters shall be the minimum vote
required b the Georgia Business Corporation Code.
IV.
(a) The business and affairs of the Corporation shall be managed
by, or under the direction of, a Board of Directors comprised as follows:
1. The number of Directors shall be not less than seven
(7), nor more than fifteen (15) shareholders, and shall be fixed within
such range by the Board of Directors.
2. The Directors shall be divided into three classes,
designated as Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number
of directors constituting the entire Board of Directors. At each Annual
Meeting of Shareholders, successors to the class of directors whose
term expires at that Annual Meeting of Shareholders shall be elected
for a three-year term. If the number of directors has changed, any
increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as
possible, and any additional director of any class elected to the Board
of Directors to fill a vacancy resulting from an increase in such a
class shall hold office for a term that shall coincide with the
remaining term of that Class, unless otherwise required by law, but in
no case shall a decrease in the number of directors for a class shorten
the term of an incumbent director. A director shall hold office until
the Annual Meeting of Shareholders for the year in which such
director's term expires and until his or her successor shall be elected
and qualified, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
3. Any vacancy on the Board of Directors that results
from an increase in the number of directors or from prior death,
resignation, retirement, disqualification or removal from office of a
director shall be filled by a majority of the Board of Directors
then in office, though less than a quorum, or by the sole remaining
director. Any director elected to fill a vacancy resulting from prior
death, resignation, retirement, disqualification or removal from office
of a director, shall have the same remaining term as the of his or her
predecessor.
(b) Except as may be prohibited by law or by these Articles of
Incorporation, the Board of Directors shall have the right to make, alter,
amend, change, add to, or repeal the bylaws of the Corporation, and have the
right (which, to the extent exercised, shall be exclusive) to establish the
rights, powers, duties, rules and procedures that from time-to-time shall govern
the Board of Directors, each of its members, including without limitation, the
vote required for any action by the Board of Directors, and that from
time-to-time shall affect the directors' powers to manage the business and
affairs of the Corporation. No bylaw shall be adopted by shareholders that shall
impair or impede the implementation of the foregoing.
(c) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage for separate class vote for certain actions may be
permitted by law, by these Articles of Incorporation or by the bylaws of the
Corporation), the affirmative vote of the holders of not less than two-thirds
(2/3) of the votes entitled to be case by the holders of all the outstanding
shares of Voting Stock, voting together as a single class, shall be required to
make, alter, amend, change, add to or repeal any provision of these Articles of
Incorporation or the bylaws of the Corporation inconsistent with this Article
IV, provided, however, that this Article IV (c)shall not apply to, and such
two-thirds (2/3) vote shall not be required to alter, amend, change, add to or
repeal any provisions of the bylaws relating to this Article IV, or this Article
IV of these Articles of Incorporation, recommended by a majority of the Boards
of Directors.
(d) The invalidity or unenforceability of this Article IV, or any
portion hereof, or of any action taken pursuant to this Article IV shall not
affect the validity or enforceability of any other provision of these Articles
of Incorporation, any action taken pursuant to such other provision, or any
action taken pursuant to this Article IV.
V.
No director shall have any liability to the Corporation or to its
shareholders for monetary damages for any action taken, or any failure to take
action, including without limitation for breach of duty of care or other duty as
a director, except for:
(a) Any appropriation of any business opportunity of the
Corporation in violation of the director's duties;
(b) Acts or omissions which involve intentional misconduct or a
knowing violation of law;
(c) The types of liabilities set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or
(d) Any transaction from with the director received an improper
personal benefit.
VI.
The Corporation shall indemnify its officers and directors to the
fullest extent permitted under the Georgia Business Corporation Code. Such
indemnification shall not be deemed exclusive of any additional indemnification
that the Board of Directors may deem advisable or of any rights to which those
indemnified may otherwise be entitled. The Board of Directors of the Corporation
may determine from time-to-time whether and to what extent to maintain insurance
providing indemnification for officers and directors and such insurance need not
be limited to the Corporation's power of indemnification under the Georgia
Business Corporation Code.
VII.
References herein to the Georgia Business Corporation Code shall be
deemed to include any amendments to such Code hereinafter enacted.