Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
GENUINE PARTS COMPANY
ARTICLE ONE
NAME
The name of the corporation is "GENUINE PARTS COMPANY" (the "Corporation").
ARTICLE TWO
GOVERNING LAW
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
ARTICLE THREE
PURPOSE
The Corporation is organized as a corporation for profit for any lawful
purpose not specifically prohibited to corporations under the applicable laws of
the State of Georgia, including but not limited to the distribution of
automotive replacement parts, industrial replacement parts, office products and
electrical/electronic materials and shall be authorized therewith to engage in
any lawful business, act or activity.
ARTICLE FOUR
CAPITAL STOCK
4.1 Authorized Shares. The total number of shares of capital stock which
the Corporation shall have authority to issue is Four Hundred Sixty Million
(460,000,000), of which Four Hundred Fifty Million (450,000,000) shares shall be
common stock of the par value of $1.00 per share (hereinafter called the "Common
Stock") and Ten Million (10,000,000) shares shall be preferred stock of the par
value $1.00 per share (hereinafter called the "Preferred Stock").
4.2 Designations. The Preferred Stock may be issued from time to time by
the Corporation in one or more series, with such voting powers, full or limited,
or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors of the Corporation pursuant to authority to do so which is hereby
vested in the Board of Directors. Each such series of Preferred Stock shall be
distinctly designated. Except in respect of the particulars fixed by the Board
of Directors for each series as permitted hereby, all shares of Preferred Stock
so designated by the Board of Directors shall be alike in every particular,
except that shares of any one series issued at different times may differ as to
the dates from which dividends thereon shall be cumulative. The voting rights,
if any, of each such series and the preferences and relative, participating,
optional and other special rights of each such series and the qualifications,
limitations and restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding; and the Board of Directors of the
Corporation is hereby expressly granted authority to fix, by resolutions duly
adopted prior to the issuance of any shares of a particular series of Preferred
Stock so designated by the Board of Directors, the voting powers of stock of
such series, if any, and the designations, preferences and relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions thereof, if any, for such series, including without
limitation the following:
(1) The distinctive designation of and the number of shares of
Preferred Stock which shall constitute such series; provided that such number
may be increased (except where otherwise provided by the Board of Directors) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by like action of the Board of Directors;
(2) The rate and time at which, and the terms and conditions upon
which, dividends, if any, on Preferred Stock of such series shall be paid, the
extent of the preference or relation, if any, of such dividends to the dividends
payable on any other series of Preferred Stock or any other class of stock of
the Corporation and whether such dividends shall be cumulative or
non-cumulative;
(3) The right, if any, of the holders of Preferred Stock of such
series to convert the same into, or exchange the same for shares of any other
class of stock or any series of any class of stock of the Corporation and the
terms and conditions of such conversion or exchange;
(4) Whether or not Preferred Stock of such series shall be subject to
redemption, and the redemption price or prices and the time or times at which,
and the terms and conditions upon which, Preferred Stock of such series may be
redeemed;
(5) The rights, if any, of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation of the Corporation;
(6) The terms of the sinking fund or redemption or purchase account,
if any, to be provided for the Preferred Stock of such series; and
(7) The voting powers, if any, of the holders of such series of
Preferred Stock which may, without limiting the generality of the foregoing,
include the right, voting as a series by itself or together with any other
series of the Preferred Stock as a class, (i) to vote more or less than one vote
per share or any or all matters voted upon by the shareholders and (ii) to elect
one or more directors of the Corporation if there has been a default in the
payment of dividends on any one or more series of the Preferred Stock or under
other circumstances and upon such other conditions as the Board of Directors may
fix.
4.3 Issuance of Shares. Except as otherwise provided in these Restated
Articles of Incorporation, the Board of Directors shall have authority to
authorize the issuance, from time to time, without any vote or other action by
the shareholders, of any or all shares of stock of the Corporation of any class
or series at any time authorized, and any securities convertible into or
exchangeable for any such shares, and any options, rights or warrants to
purchase or acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect to, or in
connection with a split or combination of, the outstanding shares of stock of a
series or any other class or series) as the Board of Directors from time to time
in its discretion lawfully may determine; provided, that the consideration for
the issuance of shares of stock of the Corporation (unless issued as such a
dividend or distribution or in connection with such a split or combination)
shall not be less than the par value of such shares. Shares so issued shall be
fully paid stock, and the holders of such stock shall not be liable to any
further call or assessments hereon.
ARTICLE FIVE
PREEMPTIVE RIGHTS
None of the holders of shares of any class of stock of the Corporation
shall be entitled as a matter of right to purchase, subscribe for or otherwise
acquire any new or additional shares of stock of the Corporation of any class
now or hereafter authorized, or any options or warrants to purchase, subscribe
for or otherwise acquire any new or additional shares of stock of the
Corporation of any class now or hereafter authorized, or any shares, evidences
of indebtedness, or any other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any new or additional
shares.
ARTICLE SIX
BUSINESS COMBINATIONS
The shareholders vote required to approve Business Combinations (as
hereinafter defined) shall be set forth in this Article Six.
6.1 Notwithstanding any other provisions of these Restated Articles of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote and in addition to any affirmative vote required of the holders of
any particular class or series of "Voting Stock" (as hereinafter defined) by
law, these Restated Articles of Incorporation or any Preferred Stock Designation
(as hereinafter defined), the affirmative vote of the holders of not less than
two-thirds (2/3) of the outstanding shares of Voting Stock of the Corporation,
which shall include the affirmative vote of at least fifty percent (50%) of the
outstanding shares of Voting Stock held by shareholders other than the "Related
Person" (as hereinafter defined), shall be required for the approval or
authorization of any Business Combination; provided, however, that the
two-thirds (2/3) and fifty percent (50%) voting requirements shall not be
required, and such Business Combination shall require only such affirmative vote
as is required by law and any other provision of these Restated Articles of
Incorporation if:
(1) the Business Combination was approved by the Board of Directors of
the Corporation either:
(a) prior to the date that such Related Person became the
Beneficial Owner (as hereinafter defined) of ten
percent (10%) or more of the outstanding shares of the Voting Stock of the
Corporation; or
(b) after such date, but only so long as such Related Person has
sought and obtained the approval of the Board of Directors; provided, however,
that such approval shall only be effective if at least two thirds (2/3) of the
directors and Continuing Directors (as hereinafter defined); or
(2) all of the following conditions are satisfied:
(a) the Business Combination involves a merger or consolidation
of the Corporation and the consideration to be received per share by holders of
Voting Stock in such Business Combination shall be either cash, or if the
Related Person shall have acquired the majority of its holdings of the
Corporation's Voting Stock for a form of consideration other than cash, in the
same form of consideration as the Related Person acquired such majority; and
(b) the cash or Fair Market Value (as hereinafter defined) of the
property, securities or Other Consideration to be Received (as hereinafter
defined) per share by holders of Common Stock of the Corporation shall have a
Fair Market Value (as adjusted for stock splits, stock dividends,
reclassifications of shares into a lesser number of shares and similar events)
which is not less than the greater of (i) the highest per share price (including
brokerage commissions, soliciting dealers' fees and transfer taxes) paid by such
Related Person in acquiring any of its holdings of the Corporation's Common
Stock or (ii) an amount which bears the same or greater percentage relationship
to the Fair Market Value of the Corporation's Common Stock on the date of the
first public announcement of such Business Combination ("Announcement Date") as
the highest per share price determined in (b)(i) above bears to the Fair Market
Value of the Corporation's Common Stock on the date on which the Related Person
first became a Related Person; or (iii) the earnings per share of Common Stock
of the Corporation for the four consecutive quarters immediately preceding the
Announcement Date, multiplied by the higher of the then price earnings multiple
(if any) of such Related Person or the highest price earnings multiple of the
Corporation during the two years immediately preceding the Announcement Date;
and
(c) if applicable, the cash or Fair Market Value of the property,
securities or Other Consideration to be Received per share by holders of shares
of any class of outstanding Voting Stock, other than Common Stock, shall have a
Fair Market Value (as adjusted for stock splits, stock dividends,
reclassifications of shares into a lesser number of shares and similar events)
which is not less than the greatest of (i) the highest per share price
(including brokerage commissions, soliciting dealers' fees and transfer taxes)
paid by such Related Person in acquiring any of its holdings of such class of
Voting Stock during the two year period immediately prior to the date of the
first public announcement of such Business Combination; or (ii) if applicable,
an amount which bears the same or greater percentage relationship to the Fair
Market Value of such class of Voting Stock on the date of the first public
announcement of such Business Combination as the highest per share price
determined in (c)(i) above bears to Fair Market Value of such Voting Stock on
the date on which the Related Person first became a Related Person; or (iii) if
applicable, the highest preferential amount per share to which holders of such
class of Voting Stock would be entitled in the event of voluntary or involuntary
liquidation of the Corporation; and
(d) after such Related Person has become a Related Person and
prior to the consummation of such Business Combination, (i) there shall have
been (aa) no failure to declare and pay at the regular date thereof any
quarterly dividends (whether or not cumulative) or any outstanding Preferred
Stock, and (bb) no reduction in the annual rate of dividends paid on Common
Stock (after giving effect to any reclassification, including any reverse stock
split, recapitalization, reorganization or similar transaction which has the
effect of enlarging or reducing the number of outstanding shares of Common
Stock) unless such reduction has been approved by the Board of Directors, at
least two-thirds (2/3) of the members of which are Continuing Directors, (ii)
such Related Person shall not have become the Beneficial Owner of any additional
shares of Voting Stock of the Corporation, except as part of the transaction
which resulted in such Related Person becoming a Related Person or upon
conversion of convertible securities acquired by it prior to becoming a Related
Person or as a result of a pro rata stock dividend or stock split, and (iii)
such Related Person shall not have received the benefit, directly or indirectly
(except proportionately as a shareholder), of any loans, advances, guarantees,
pledges or other financial assistance or tax credits or other tax advantages
provided by the Corporation or any Subsidiary (as hereinafter defined); and
(e) a proxy statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules and regulations), whether or not the Corporation is
then subject to such requirements, shall be mailed at least thirty (30) days
prior to the consummation of such Business Combination to the public
shareholders of the Corporation for the purpose of soliciting shareholders
approval of such Business Combination and shall contain at the front thereof in
a prominent place (i) any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, if
any, may choose to state, and (ii) the opinion of a reputable national
investment banking firm as to the fairness (or not) of such Business Combination
from the financial point of view of the remaining public shareholders of the
Corporation (such investment banking firm to be engaged solely on behalf of the
remaining public shareholders, to be paid a reasonable fee for their services by
the Corporation upon receipt of such opinion, to be one of the so-called major
bracket investment banking firms which has not previously been associated with
such Related Person, and, if there are at the time any such directors, to be
selected by a majority of the Continuing Directors).
6.2 For Purposes of this Article Six:
(1) the term "Business Combination" shall mean
(a) any merger or consolidation of the Corporation or any
Subsidiary with or into a Related Person or any merger or consolidation of a
Related Person with or into the Corporation or any Subsidiary,
(b) any sale, lease, exchange, transfer or other disposition in
either one transaction or in a series of related transactions) including,
without limitation, the mortgage of or the use of any other security device
relating to all or any Substantial Part (as hereinafter defined) of the assets
of the Corporation (including, without limitation, any voting securities of any
Subsidiary) or of any Subsidiary to a Related Person,
(c) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in either one transaction or a series of related
transactions) of all or any Substantial Part of the assets of a Related Person
to the Corporation or any Subsidiary,
(d) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation if, as of the record date for the determination
of shareholders entitled to vote with respect thereto, any person is a Related
Person,
(e) the issuance of or transfer by the Corporation or any
Subsidiary (in one transaction or in a series of related transactions) of any
securities of the Corporation or any Subsidiary to a Related Person,
(f) the acquisition by the Corporation or any Subsidiary of any
securities of a Related Person,
(g) any reclassification of securities (including any reverse
stock split), recapitalization or reorganization of the Corporation or any
merger or consolidation of the Corporation with any of its Subsidiaries or any
similar transaction (whether or not into or otherwise involving a Related
Person) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity securities
of the Corporation or any Subsidiary which is, directly or indirectly, owned by
any Related Person,
(h) any loan or other extension of credit by the Corporation or
any Subsidiary to a Related Person or any guarantees by the Corporation or any
Subsidiary of any loan or other extension of credit by any person to a Related
Person, or
(i) any transaction or related series of transactions having,
directly or indirectly, the same effect as any of the foregoing.
(2) The term "person" shall mean any individual, firm, group,
corporation or other entity (as such terms are used on March 21, 1986 in Rule
13d of the Securities Exchange Act of 1934, as amended).
(3) The term "Related Person" shall mean
(a) any person (other than the Corporation, any Subsidiary or any
employee benefit plan of the Corporation or any Subsidiary) who or which, as of
the record date for the determination of shareholders entitled to notice and to
vote on such Business Combination or, if there is no record date, immediately
prior to the consummation of any such transaction, together with its
"Affiliates" and "Associates" (as such terms are defined on March 21, 1986 in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended) is the
"Beneficial Owner" (as defined on March 21, 1986, in the Securities Exchange
Act, as amended) of ten percent (10%) or more of the outstanding shares of
Voting Stock of the Corporation,
(b) any Affiliate or Associate of such person described in the
foregoing subparagraph 3(a) of this Section 6.2,
(c) any Affiliate of the Corporation which at any time within the
two year period immediately prior to the date in question was the Beneficial
Owner, directly or indirectly, of ten percent (10%) or more of the outstanding
Voting Stock of
the Corporation, or
(d) any person who is an assignee of or has otherwise succeeded
to any shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question, beneficially owned by any Related
Person, if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933. Without limitation, any person that has
the right to acquire any shares of Voting Stock of the Corporation pursuant to
any agreement, or upon exercise of conversion rights, warrants, or options, or
otherwise, shall be deemed a Beneficial Owner of such shares for purposes of
determining whether such person or group, individually or together with its
Affiliates and Associates, is a Related Person, but the number of shares deemed
to be outstanding pursuant to this paragraph (3) of Section 6.2 shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(4) The term "Substantial Part" shall mean more than ten percent (10%)
of the total consolidated assets of the corporation in question as of the end of
the most recent fiscal year ending prior to the time the determination is being
made.
(5) The term "Subsidiary" shall mean any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of a
Related Person set forth in paragraph (3) of this Section 6.2, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
(6) For the purposes of subparagraphs 2(b) and 2(c) of Section 6.1,
the term "Other Consideration to be Received" shall include, without limitation,
Common Stock, if applicable, shares of any other class of outstanding Voting
Stock, retained by its existing public shareholders in the event of a Business
Combination with such Related Person in which the Corporation is the surviving
corporation.
(7) The term "Continuing Director" shall mean any person who
(a) is not affiliated with a Related Person and who was a member
of the Corporation's Board of Directors prior to the time the Related Person
became a Related Person, or
(b) any successor to a Continuing Director who is not affiliated
with a Related Person and who was recommended for election (before such person's
initial election as a Director) as a Continuing Director by a majority of the
Board of Directors if at least two-thirds (2/3) of the directors were Continuing
Directors.
(8) The term "Fair Market Value" shall mean
(a) in the case of stock, the highest closing sale price during
the thirty (30) day period immediately preceding the date in question of a share
of such stock on the Composite Tape for New York Stock Exchange Listed Stocks,
or, if such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed or, if such stock is not listed on any such exchange
the highest closing bid quotation with respect to a share of such stock during
the thirty (30) day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations System or any
system then in use or, if no such quotations are available, the Fair Market
Value on the date in question of a share of such stock as determined by the
Board of Directors if at least two-thirds (2/3) of the directors are Continuing
Directors; and
(b) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by the Board
of Directors if at least two-thirds (2/3) of the directors are Continuing
Directors.
(9) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors of the Corporation considered for the purposes of this Article Six as
one class (it being understood that, for purposes of this Article Six, each
share of the Voting Stock shall have the number of votes granted to it pursuant
to Article Four of these Restated Articles of Incorporation or any designation
of the rights, powers and preferences of any class or series of Preferred Stock
made pursuant to said Article Four (a "Preferred Stock Designation"). Each
reference in this Article Six to a percentage of shares of Voting Stock shall
refer to the percentage of the votes entitled to be cast by such shares.
(10) In the event any paragraph (or portions thereof) of this Article
Six shall be found to be invalid, prohibited or
unenforceable for any reason, the remaining provisions (or portions thereof) of
this Article Six shall be deemed to remain in full force and effect and shall be
construed as if such invalid, prohibited or unenforceable provisions had been
stricken herefrom or otherwise rendered inapplicable, it being the intent of the
Corporation and its shareholders that each remaining provision (or portion
thereof) of this Article Six remain to the fullest extent permitted by law,
applicable and enforceable as to all shareholders, including Related Persons,
notwithstanding any such finding.
6.3 Notwithstanding any other provisions of these Restated Articles of
Incorporation or the Bylaws of the Corporation or any provision of law which
might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series or Voting
Stock required by law, these Restated Articles of Incorporation or any Preferred
Stock Designation, the provisions set forth in this Article Six may not be
repealed or amended in any respect unless such action is approved by the
affirmative vote of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Voting Stock of the Corporation; provided, however,
that if there is a Related Person on the record date for the meeting at which
such action is submitted to the shareholders for their consideration, such
two-thirds (2/3) vote must include the affirmative vote of at least fifty
percent (50%) of the outstanding shares of Voting Stock held by shareholders
other than the Related Person.
6.4 A majority of the Board of Directors, if at least two-thirds (2/3) are
Continuing Directors, shall have the power and duty to determine on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article Six, including, without limitation:
(1) whether a person is a Related Person,
(2) the number of shares of Voting Stock beneficially owned by any
person,
(3) whether a person is an Affiliate or Associate of another, and
(4) whether the applicable conditions set forth in paragraph (2) of
Section 6.2 have been met with respect to any Business Combination.
6.5 Nothing contained in this Article Six shall be construed to relieve any
Related Person from any fiduciary obligation imposed by law.
ARTICLE SEVEN
PERIOD OF DURATION
The Corporation shall have perpetual duration.
ARTICLE EIGHT
PERSONAL LIABILITY OF DIRECTORS
8.1 A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of 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 not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) of the types set forth in Section 14-2-832
of the Georgia Business Corporation Code, or (iv) for any transaction from which
the director derived an improper personal benefit. The provision of this article
shall not apply with respect to acts or omissions occurring prior to the
effective date of this article.
8.2 Any repeal or modification of the provisions of this article by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.
8.3 If the Georgia Business Corporation Code hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Georgia Business Corporation Code.
8.4 In the event that any of the provisions of this article (including any
provision within a single sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions are
severable and shall remain enforceable to the fullest extent permitted by law.
ARTICLE NINE
BOARD OF DIRECTORS
9.1 Number of Directors. The number of directors of the Corporation shall
be not less than nine or more than fifteen. The exact number of directors within
such minimum and maximum shall be fixed or changed from time to time solely by a
resolution adopted by an affirmative vote of at least two-thirds (2/3) of the
total number of directors then in office.
9.2 Classification, Terms and Election of Directors. The directors shall be
divided into three classes, designated 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 the annual meeting shall be elected or reelected for a three-year term.
Except as provided in Article 9.4, a director shall be elected by the
affirmative vote of a majority of the shares of the class of stock represented
at the annual meeting of shareholders for which the director stands for election
and entitled to elect such director.
If the number of directors is 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. In no case shall a decrease in the number of
directors have the effect of shortening the term of an incumbent director. If
the number of directors is increased, and any newly created directorships are
filled by the Board, there shall be no classification of additional directors
elected by the Board until the next meeting of the shareholders called for the
purpose of electing directors.
Effective at the time of the annual meeting of shareholders in 2007,
directors shall no longer be divided into classes and each director shall be
elected for a term of one year.
Each director shall serve until his successor is elected and qualified or
until his earlier resignation, retirement, disqualification, removal from office
or death.
9.3. Removal. The entire Board of Directors or any individual director may
be removed from office only for cause and by the affirmative vote of the holders
of at least two-thirds (2/3) of the outstanding shares of Voting Stock (as
defined in Article Six), excluding from the number of shares deemed to be
outstanding at the time of such vote and from such vote on the removal action,
all outstanding shares of Voting Stock held by a Related Person (as defined in
Article Six) on the record date for the meeting at which such action is
submitted to the shareholders for their approval.
Removal action may be taken at any shareholders' meeting with respect to
which notice of such purpose has been given, and a removed director's successor
may be elected at the same meeting to serve the unexpired term.
9.4 Vacancies. A vacancy occurring on the Board of Directors, however
occurring, whether by increase in the number of directors, death, resignation,
retirement, disqualification, removal from office or otherwise, may be filled,
until the next election of directors by the shareholders, by the affirmative
vote of at least two-thirds (2/3) of the total number of directors then
remaining in office, though they constitute less than a quorum of the Board of
Directors.
9.5 Election of Directors by Holders of Preferred Stock. Notwithstanding
any of the foregoing provisions in this Article Nine, whenever the holders of
any one or more classes of Preferred Stock or series thereof issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of shareholders, the number of such
directors, and the election, term of office, filling of vacancies and other
features of each such directorship, shall be governed by the terms of these
Restated Articles of Incorporation and any Preferred Stock Designation (as
defined in Article Six) applicable thereto, and such directors so elected shall
not be divided into classes pursuant to this Article Nine.
9.6 Amendment or Repeal. Notwithstanding any other provisions of these
Restated Articles of Incorporation or the Bylaws of the Corporation or any
provision of any law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class or
series or Voting Stock required by law, these Restated Articles of Incorporation
or any Preferred Stock Designation, the provisions set forth in this Article
Nine may not be repealed or amended in any respect unless such action is
approved by the affirmative vote of the holders of not less than two-thirds
(2/3) of the outstanding shares of the Voting Stock of the Corporation,
excluding shares held by a Related Person on the record date for the meeting at
which such action is submitted to the shareholders for their consideration.
CERTIFICATE OF RESTATEMENT
OF
GENUINE PARTS COMPANY
Pursuant to the provisions of Section 14-2-1007 of the Georgia Business
Corporation Code (the "Code"), Genuine Parts Company, a Georgia corporation (the
"Company"), certifies as follows:
1. The attached Amended and Restated Articles of Incorporation contain an
amendment in the form of a resolution to declassify the board and provide for
the annual election of directors. The resolution was adopted by the Board of
Directors and duly approved by the shareholders of the Company on April 17, 2006
in accordance with the provisions of Code Section 14-2-1003.
2. The attached Amended and Restated Articles of Incorporation of the
Company supersede the Restated Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned executes the Certificate of Restatement
this 17th day of April, 2006.
GENUINE PARTS COMPANY
By: /s/ THOMAS C. GALLAGHER
---------------------------------
Thomas C. Gallagher
Chief Executive Officer
Attest:
/s/ CAROL B. YANCEY
- -------------------------------------
Carol B. Yancey
Secretary