EXHIBIT 4.1
ARTICLES OF RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
CRAWFORD & COMPANY
1.
The name of the Corporation is CRAWFORD & COMPANY, charter number 8419292,
incorporated on May 21, 1943 (the "Corporation").
2.
The Articles of Incorporation of the Corporation are amended and restated
in their entirety to state as follows:
ARTICLE I
The name of the Corporation is: CRAWFORD & COMPANY
ARTICLE II
The principal office of the Corporation shall be in Fulton County,
Georgia, but it shall have the privilege of establishing branch offices and
places of business elsewhere either within or without the State.
ARTICLE III
(a) (i) Authorized Capital. The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is Fifty Million
(50,000,000) shares of Class A Common Stock, par value $1.00 per shares (the
"Class A Common Stock"), and Fifty Million (50,000,000) shares of Class B Common
Stock, par value $1.00 per share (the "Class B Common Stock"). (The Class A
Common Stock and the Class B Common Stock are sometimes referred to together as
the "Common Stock".)
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(ii) Terms of Common Stock. The Class A Common Stock and the Class B
Common Stock shall be identical in all respects and shall have equal rights and
privileges except as set forth in this Section 3(a)(ii). The relative rights,
preferences, privileges and restrictions on each class of Common Stock are as
follows:
(A) Voting. Except as otherwise required by Georgia Law or these
Restated Articles of Incorporation, as amended from time to time,
the voting power attributable to holder of Class A Common Stock and
Class B Common Stock shall be as follows:
(1) No holder of Class A Common Stock shall have the right to vote
any share of Class A Common Stock.
(2) Each record holder of Class B Common Stock shall be entitled
to one vote for each share of Class B Common Stock registered
in his name on the books of the Corporation and otherwise
entitled to vote, and the exclusive voting power of the
shareholders of the Corporation shall be fixed in the holders
of the Class B Common Stock.
(B) Dividends. The record holders of the Common Stock shall be entitled
to receive such dividends and other distributions in cash, stock or
property of the Corporation as may be declared thereon by the Board
of Directors out of funds legally available therefore. If a regular
or special dividend is paid on either class of Common Stock, a
dividend of like kind must de declared and paid contemporaneously
with respect to the other class of Common Stock. With respect to
payment of cash dividends, the dividend paid per share of Class A
Common Stock must be equal or greater in amount than the dividend
paid per share of Class B Common Stock. With respect to
distributions other than cash, including stock dividends and stock
splits, the payment per share of Class A Common Stock must be
identical to the payment per share of Class B Common Stock, except
that, if holders of Class B Common Stock receive shares of Class B
Common Stock in connection with a stock split or stock dividend,
holders of Class A Common Stock, will receive shares of Class A
Common Stock in the same per share proportion as holder of Class B
Common Stock receive shares of Class B Common Stock.
(C) Mergers, Etc. (1) Any plan of merger, share exchange,
reclassification or recapitalization in which shares of the Common
Stock of the Corporation, in whole or in part, are converted into or
exchanged for shares, obligations or other securities of the
Corporation or any other corporation, or into cash or other
property, shall be approved by an affirmative vote of the record
holders of seventy-five percent of the outstanding shares of Class A
Common Stock, voting as a separate voting group, unless the
consideration to be received in the transaction with respect to each
share of Class A Common Stock is the same amount and type as the
consideration to be received in the transaction by holders of Class
B Common Stock. In the event that any corporate action is taken with
respect to a merger, share exchange, reclassification or
recapitalization required to be approved by a vote of the
shareholders of the Corporation and with respect to which the
holders of Class B Common Stock are entitled to dissent and obtain
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payment for their shares pursuant to the provisions of the Georgia
Business Corporation Code (the "Code"), then, subject to compliance
with procedural requirements for exercise of dissenters' rights
prescribed by the Code, the holders of Class A Common Stock shall be
entitled to dissent and obtain payment for their shares to the same
extent that the holders of Class B Common Stock are so entitled,
whether or not the provisions of the Code would otherwise entitle
the holders of Class A Common Stock to such dissenters' rights.
(2) This Section (C) may only be amended by the affirmative
vote of the holders of seventy-five percent of the outstanding Class
A Common Stock and Class B Common Stock, voting as separate voting
groups.
(b) The authorized and unissued shares of any class of capital stock of the
Corporation may be issued at any time and from time to time for such
consideration, in money, property or services, as may be permitted by law and as
the Board of Directors in its discretion shall authorize.
(c) The Corporation may also create and issue, whether or not in connection with
the issue and sale of any shares of stock or other securities of the
Corporation, rights or options entitling the holders thereof to purchase or
acquire from the Corporation shares of its capital stock of any class or classes
or other securities then authorized upon such terms and at such time or times,
which may be limited or unlimited in duration, and at such price or prices as
shall be stated, as the Board of Directors in its discretion shall authorize;
provided, however, that the price or prices to be received by the Corporation
for such shares shall not be less than the par value thereof.
(d) No holder of any shares of any class of capital stock of the Corporation
shall have any preemptive right to subscribe for or purchase any shares of any
class of capital stock, rights, options, or securities of the Corporation issued
hereafter.
ARTICLE IV
No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of the duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions that involve intentional misconduct or a
knowing violation of law, (iii) for the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction
from which the Director received an improper personal benefit.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Restatement to
be executed and attested by its authorized officers this 23rd day of April,
1991.
CRAWFORD & COMPANY
By: /s/ F. L. Minix
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F. L. Minix, Chairman,
Chief Executive Officer and President
(CORPORATE SEAL)
Attest:
By: /s/ James H. Graham
------------------------------------
James H. Graham, Secretary
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