EXHIBIT (3a)
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIFI, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
THE UNDERSIGNED, Robert A. Ward and Clifford Frazier, Jr., being
respectively the Executive Vice President and Secretary of Unifi, Inc., pursuant
to Section 807 of the Business Corporation Law of the State of New York, hereby
restate, certify, and set forth:
(1) The name of the Corporation is Unifi, Inc.. The name under which the
Corporation was formed is Automated Environmental Systems, Inc.
(2) A Certificate of Incorporation of Unifi, Inc. was filed by the
Department of State on the 18th day of January, 1969, under the name Automated
Environmental Systems, Inc. A Restated Certificate of Incorporation was filed by
the Department of State on the 6th day of November, 1990, a Certificate of
Amendment was filed by the Department of State on the 13th day of November,
1991, and a Certificate of Amendment was filed by the Department of State on the
20th day of January, 1994.
(3) The text of the Certificate of Incorporation is hereby restated
without amendment or change to read as herein set forth in full:
"FIRST: The name of the Corporation shall be Unifi, Inc.
SECOND: The purposes for which the Corporation is formed are to texture,
prepare, buy, sell, deal in, trade, import, export, and generally deal in
synthetic and natural yarns of every type and description.
To dye and finish, knit, buy, sell, acquire, import, export, manufacture,
prepare and generally deal in as dyers and finishers, knitters, manufacturers,
converters, jobbers, purchasers, or as agents in all types and forms of knitted
fabrics including, without limitation, polyesters, acetates, nylon, cotton,
wool, rayon, silk, and otherwise with yarn and fabric of every kind and
description; and to generally deal in and with any and all things made wholly or
in part of composition, imitation, or substitutes of any raw or finished
products thereof.
To create, manufacture, contract for, buy, sell, import, export,
distribute, job, and generally deal in and with, whether at wholesale or retail,
and as principal, agent, broker, factor, commission merchant, licensor, licensee
or otherwise, any and all kinds of goods, wares, and merchandise, and, in
connection therewith or independent thereof, to construct, establish, and
maintain, by any manner or means, factories, mills, buying offices, distribution
centers, specialty, and other shops, stores, mail order establishments,
concessions, leased departments, and any and all other departments, sites, and
locations necessary, convenient or useful in the furtherance of any business of
the corporation.
To export from and import into the United States of America and its
territories and possessions, and any and all foreign countries, as principal or
agent, merchandise of every kind and nature, and to purchase, sell, and deal in
and with, at wholesale and retail, merchandise of every kind and nature for
exportation from, and importation into the United States, and to and from all
countries foreign thereto, and for exportation from, and importation into, any
foreign country, to and from any other country foreign thereto, and to purchase
and sell domestic and foreign merchandise in domestic markets, and domestic and
foreign merchandise in foreign markets and to do a general foreign and domestic
exporting and importing business.
To take, lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, clear, develop, redevelop, manage,
operate, maintain,
control, license the use of, publicize, advertise, promote, and generally deal
in and with, whether as principal, agent, broker, or otherwise, real and
personal property of all kinds, and, without limiting the generality of the
foregoing, stores, shops, markets, supermarkets, departments, and merchandising
facilities, shopping centers, recreational centers, discount centers,
merchandising outlets of all kinds, parking areas, offices and establishments of
all kinds, and to engage in the purchase, sale, lease and rental of equipment
and fixtures for the same and for other enterprises, for itself or on behalf of
others.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export, license
as licensor or licensee, lease as lessor or lessee, distribute, job, enter into,
negotiate, execute, acquire, and assign contracts in respect of, acquire,
receive, grant, and assign licensing arrangements, options, franchises, and
other rights in respect of, and generally deal in and with, at wholesale or
retail, as principal, and as sales, business, special or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor, or in
any other lawful capacity, goods, wares, merchandise, commodities, and
unimproved, improved, finished, processed, and other real, personal and mixed
property of any kind and all kinds, together with the components, resultants,
and by-products thereof; to acquire by purchase or otherwise own, hold, lease,
mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge,
improve, and to aid or subscribe toward the construction, acquisition, or
improvement of any factories, shops, storehouses, buildings, and commercial and
retail establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or connected
with, any of the purposes or business of the corporation; and generally to
perform any and all acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary for the purpose of the business.
THIRD: The office of the Corporation is to be located in the City, County
and State of New York.
FOURTH: The aggregate number of shares of capital stock which the
Corporation shall have the authority to issue is five hundred million shares,
all of which are to consist of one class of common stock only of the par value
of $.10 each.
FIFTH: The Secretary of State is designated as the agent of the
Corporation, upon whom process against it may be served, and the post office
address to which the Secretary of State shall mail a copy of any process against
the Corporation served upon him is:
c/o KREINDLER & RELKIN, P.C.
Attn: Donald L. Kreindler, Esquire
Empire State Building
350 Fifth Avenue, 65th Floor
New York, New York 10118.
SIXTH: No holder of any shares of any class of the Corporation shall as
such holder have any pre-emptive right or be entitled as a matter of right to
subscribe for or to purchase any other shares or securities of any class which
at any time may be sold or offered for sale by the Corporation.
SEVENTH: The number of Directors shall be fixed in the By-Laws but in no
case shall be less than nine (9), but this number may be increased and
subsequently increased or decreased from time to time by the affirmative vote of
the majority of the Board, except that the number of Directors shall not be less
than nine (9). The Directors shall be divided into three classes designated as
Class 1, Class 2 and Class 3. Each class shall be as nearly equal in number as
possible and no class shall include less than three (3) Directors. The term of
office of the Directors initially classified shall be as follows: Class 1 shall
expire at the next (1992) Annual Meeting of the Shareholders, Class 2 at the
second succeeding (1993) Annual Meeting of the Shareholders and Class 3 shall
expire at the third succeeding (1994) Annual Meeting of the Shareholders. At
each Annual Meeting after such initial Classification, Directors to replace
those whose terms expire at such Annual Meeting shall be elected to hold office
until the third succeeding Annual Meeting of the Shareholders. A Director shall
hold office until the Annual Meeting of the year in which his term expires and
until his successor shall be elected and qualified, subject to prior death,
resignation, retirement, or removal from office.
If the number of Directors is changed pursuant to the By-Laws of the
Corporation after the effective date of this ARTICLE SEVENTH, any newly created
Directorships or any decrease in Directorships shall be apportioned among the
classes so as to make all classes as nearly equal in number as possible. Newly
created Directorships resulting from an increase in the number of Directors and
vacancies caused by
death, resignation, retirement, or removal from office, may be filled by the
majority of the Directors present at the meeting, if a quorum is present. If the
number of Directors then in office is less than a quorum, such newly created
Directorships and vacancies may be filled by the affirmative vote of a majority
of the Directors in office. When the number of Directors is increased by the
Board, and the newly created Directorships are filled by the Board, there shall
be no classification of the additional Directors until the next Annual Meeting
of the Shareholders. Any Director elected by the Board to fill a vacancy shall
serve until the next meeting of the Shareholders, at which the election of the
Directors is in the regular order of business, and until his successor is
elected and qualified. In no case will a decrease in the number of Directors
shorten the term of an incumbent Director.
EIGHTH: A Director of the Corporation shall not be liable to the
Corporation or its Shareholders for monetary damages for breach of duty as a
Director, except to the extent such exemption from liability or limitation
thereof is not permitted under the New York Business Corporation Law as the same
exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph 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."
(4) The restatement of the Certificate of Incorporation was authorized
by resolution duly adopted by the Board of Directors of the Corporation at its
Regular Meeting on July 21, 1994.
IN WITNESS WHEREOF, this Certificate has been subscribed this the 7th day
of September, 1994, by the undersigned, who affirmed that the statements made
herein are true under penalties of perjury.
/s/ ROBERT A. WARD
-----------------------------------
Robert A. Ward
Executive Vice President of
Finance and Administration
/s/ CLIFFORD FRAZIER, JR.
-----------------------------------
Clifford Frazier, Jr.
Secretary
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
UNIFI, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, Vice President and Secretary of Unifi, Inc., hereby
certifies:
1. The name of the corporation is UNIFI, INC. (the corporation was
originally named Automated Environmental Systems, Inc.).
2. A Certificate of Incorporation of Unifi, Inc. was filed by the
Department of State on the 18th day of January, 1969 under the name Automated
Environmental Systems, Inc. A Restated Certificate of Incorporation of Unifi,
Inc. was filed by the Department of State on the 6th day of November, 1990, a
Certificate of Amendment was filed by the Department of State on the 13th day of
November, 1991, a Certificate of Amendment was filed by the Department of State
on the 20th day of January, 1994, and a Restated Certificate of Incorporation of
Unifi, Inc. was filed by the Department of State on the 9th day of September,
1994.
3. The Restated Certificate of Incorporation of this Corporation is
hereby amended to declassify the Board of Directors of the Corporation, and in
relation thereto ARTICLE SEVENTH of the Restated Certificate of Incorporation is
hereby deleted in its entirety and a new ARTICLE SEVENTH is hereby inserted to
henceforth read as follows:
"SEVENTH: The number of Directors shall be fixed in the By-Laws but
in no case shall be less than nine (9), but this number may be
increased and subsequently increased or decreased from time to time
by the affirmative vote of the majority of the Board, except that
the number of Directors shall not be less than nine (9). A Director
shall hold office until his successor shall be elected and
qualified, subject to prior death, resignation, retirement, or
removal from office.
Newly created directorships resulting from an increase in the number
of Directors and vacancies caused by death, resignation, retirement
or removal from office, may be filled by the vote of a majority of
the Directors remaining in office. Any Director elected by the Board
to fill a vacancy shall serve until the next meeting of the
Shareholders, at which the election of Directors is in the regular
order of business, and until his successor is elected and qualified.
In no case will a decrease in the number of Directors shorten the
term of an incumbent Director."
4. The foregoing amendment to the Restated Certificate of Incorporation
of this Corporation was authorized by the Board of Directors of the Corporation
on the 4th day of July, 2002, and adopted by the affirmative vote of a majority
of the shares of Unifi, Inc.'s common stock entitled to notice of and to vote at
the Annual Meeting of the Shareholders held on October 23, 2002, a quorum having
been present.
IN WITNESS WHEREOF, this Certificate has been subscribed this the 6th day
of January, 2003, by the undersigned, who affirmed that the statements made
herein are true under penalties of perjury.
UNIFI, INC.
/s/ CHARLES F. MCCOY
---------------------------
Charles F. McCoy
Vice President & Secretary
[CORPORATE SEAL]
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
UNIFI, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, Vice President and Secretary of Unifi, Inc., hereby
certifies:
1. The name of the corporation is UNIFI, INC. (the corporation was
originally named Automated Environmental Systems, Inc.).
2. A Certificate of Incorporation of Unifi, Inc. was filed by the
Department of State on the 18th day of January, 1969 under the name Automated
Environmental Systems, Inc. An Amendment of Certificate of Incorporation of
Unifi, Inc. was filed by the Department of State on the 6th day of November,
1990, a Certificate of Amendment was filed by the Department of State on the
13th day of November, 1991, a Certificate of Amendment was filed by the
Department of State on the 20th day of January, 1994, a Restated Certificate of
Incorporation of Unifi, Inc. was filed by the Department of State on the 9th day
of September, 1994, and a Certificate of Amendment was filed by the Department
of State on the 21st day of January, 2003.
3. The Certificate of Incorporation of this Corporation is hereby
amended to decrease the required minimum number of directors on the Board of
Directors of the Corporation from 9 to 7, and in relation thereto ARTICLE
SEVENTH of the Certificate of Incorporation is hereby deleted in its entirety
and a new ARTICLE SEVENTH is hereby inserted to henceforth read as follows:
"SEVENTH: The number of Directors shall be fixed in the By-Laws but
in no case shall be less than seven (7), but this number may be
increased and subsequently increased or decreased from time to time
by the affirmative vote of the majority of the Board, except that
the number of Directors shall not be less than seven (7). A Director
shall hold office until his successor shall be elected and
qualified, subject to prior death, resignation, retirement, or
removal from office.
Newly created directorships resulting from an increase in the number
of Directors and vacancies caused by death, resignation, retirement
or removal from office, may be filled by the vote of a majority of
the Directors remaining in office. Any Director elected by the Board
to fill a vacancy shall serve until the next meeting of the
Shareholders, at which the election of Directors is in the regular
order of business, and until his successor is elected and qualified.
In no case will a decrease in the number of Directors shorten the
term of an incumbent Director."
4. The foregoing amendment to the Certificate of Incorporation of this
Corporation was authorized by the Board of Directors of the Corporation on the
23rd day of July, 2003, and adopted by the affirmative vote of a majority of the
shares of Unifi,
Inc.'s common stock entitled to notice of and to vote at the Annual Meeting of
the Shareholders held on October 22, 2003, a quorum having been present.
IN WITNESS WHEREOF, this Certificate has been subscribed this the 13th day
of January, 2004, by the undersigned, who affirmed that the statements made
herein are true under penalties of perjury.
UNIFI, INC.
/S/ CHARLES F. McCOY
---------------------------
Charles F. McCoy
Vice President & Secretary
[CORPORATE SEAL]