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EXHIBIT 3.1
[FLORIDA STATE SEAL]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
January 28, 1998
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
360 CENTRAL AVENUE
ST PETERSBURG, FL 33701
Re: Document Number P96000103608
The Amended and Restated Articles of Incorporation for INSURANCE MANAGEMENT
SOLUTIONS GROUP, INC., a Florida corporation, were filed on January 28, 1998.
This document was electronically received and filed under FAX audit number
B98000001847.
Should you have any questions concerning this matter, please telephone (850)
487-6050, the Amendment Filing Section.
Darlene Connell
Corporate Specialist
Division of Corporations Letter Number: 498A00004895
DIVISION OF CORPORATIONS - P.O. BOX 6327 - TALLAHASSEE, FLORIDA 32314
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
THE UNDERSIGNED, acting on behalf of INSURANCE MANAGEMENT SOLUTIONS GROUP,
INC. (hereinafter, the "Corporation") under the Florida Business Corporation
Act, Chapter 607 of the Florida Statutes, as hereafter amended and modified (the
"FBCA"), hereby adopts the following Amended and Restated Articles of
Incorporation for the Corporation, pursuant to Section 607.1007 of the Florida
Statutes:
ARTICLE 1
Name
The name of the Corporation is: Insurance Management Solutions Group, Inc.
ARTICLE 2
Business and Activities
The Corporation may, and is authorized to, engage in any activity or
business now or hereafter permitted under the laws of the United States and of
the State of Florida.
ARTICLE 3
Capital Stock
3.1 Authorized Shares. The total number of shares of all classes of capital
stock that the Corporation shall have the authority to issue shall be
100,000,000 shares of Common Stock having a par value of $.01 per share ("Common
Stock") and 20,000,000 shares shall be Preferred Stock, $.01 par value per share
("Preferred Stock"). The Board of Directors is expressly authorized, pursuant to
Section 607.0602 of the FBCA, to provide for the classification and
reclassification of any unissued shares of Common Stock or Preferred Stock and
the issuance thereof in one or more classes or series without the approval of
the shareholders of the Corporation, all within the limitations set forth in
Section 607.0601 of the FBCA.
This instrument was prepared
by and return to:
G. Kristin Delano, Esq.
Florida Bar Number 228850
P.O. Box 15707
St. Petersburg, FL 33733
(813) 823-4000 ext. 4416
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3.2 Common Stock.
(A) Relative Rights. Except as otherwise provided in these Articles of
Incorporation, each share of Common Stock shall have the same rights as and be
identical in all respects to all the other shares of Common Stock.
(B) Voting Rights. The holders of Common Stock shall be entitled to
vote for the election of directors of the Corporation and for all other
corporate purposes. Upon any such vote, each holder of Common Stock shall,
except as otherwise provided by the FBCA, be entitled to one vote for each share
of Common Stock held by such holder.
(C) Dividends. Whenever there shall have been paid, or declared and set
aside for payment, the holders of record of the Common Stock and any class or
series of stock entitled to participate therewith as to dividends, shall be
entitled to receive dividends, when as, and if declared by the Board of
Directors, out any assets legally available for the payment of dividends
thereon.
(D) Dissolution, Liquidation, Winding Up. In the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of record of the Common Stock then outstanding, and all
holder of any class or series of stock entitled to participate therewith in
whole or in part, as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after the
Corporation shall have paid, or set aside for payment all debts and liabilities
of the Corporation.
3.3 Preferred Stock.
(A) Issuance, Designations, Powers, Etc. The Board of Directors is
expressly authorized, subject to the limitations prescribed by the FBCA and the
provisions of these Articles of Incorporation, to provide, by resolution and by
filing Articles of Amendment to these Articles of Incorporation, which, pursuant
to Section 607.0602(4) of the FBCA shall be effective without shareholder
action, for the issuance from time to time of the number of shares to be
included in each such class or series, and to fix the designations, powers,
preferences and other rights of the shares of each such class or series and to
fix the qualifications, limitations and restrictions thereon, including, but
without limiting the generality of the foregoing, the following:
(1) the number of shares constituting that class or series and
the distinctive designation of that class or series;
(2) the dividend rate on the shares of that class or series,
whether dividends shall be cumulative, noncumulative or
partially cumulative and, if so, from which date or dates,
and the relative rights of priority, if any, of payments of
dividends on shares of that class or series;
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(3) whether that class or series shall have voting rights, in
addition to the voting rights provided by the FBCA, and, if
so, the terms of that class or series;
(4) whether that class or series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors
shall determine;
(5) whether or not the shares of that class or series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the dates upon or after which they
shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different
conditions and at different redemption dates;
(6) whether that class or series shall have a sinking fund for
the redemption or purchase of shares of that class or
series, and, if so, the terms and amount of such sinking
fund;
(7) the rights of the shares of that class or series in the
event of voluntary or involuntary liquidation, dissolution,
or winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that class or
series; and
(8) any other relative powers, preferences, and rights of that
class or series, and qualifications, limitations or
restrictions on that class or series.
(B) Dissolution, Liquidation, Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each class or series shall be
entitled to receive only such amount or amounts as shall have been fixed by the
Articles of Amendment to these Articles of Incorporation or by the resolution or
resolutions of the Board of Directors providing for the issuance of such class
or series.
3.4 No Preemptve Rights. Except as the Board of Directors may otherwise
determine, no shareholder of the Corporation shall have any preferential or
preemptive right to subscribe for or purchase from the Corporation any new or
additional shares of capital stock, or securities convertible into shares of
capital stock, of the Corporation, whether now or hereafter authorized.
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ARTICLE 4
Board of Directors
4.1 Classification. The number of directors of the Corporation shall be as
fixed from time to time by or pursuant to these Articles of incorporation or by
bylaws of the Corporation (the "Bylaws"). The directors shall be classified,
with respect to the time for which they severally hold office, into three
classes, Class I, Class II and Class III, each of which shall be as nearly equal
in number as possible, and shall be adjusted from time to time in the manner
specified in the Bylaws to maintain such proportionality. Each initial director
in Class I shall hold office for a term expiring at the 2000 annual meeting of
the shareholders; each initial director in Class II shall hold office for a term
expiring at the 1999 annual meeting of the shareholders; and each initial
director in Class III shall hold office for a term expiring at the 1998 annual
meeting of the shareholders. Notwithstanding the foregoing provisions of this
Section 4.1 , each director shall serve until such director's successor is duly
elected and qualified or until such director's earlier death, resignation or
removal. At each annual meeting of the shareholders, the successors to the class
of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of the shareholders held in the third
year following the year of their election and until their successors shall have
been duly elected and qualified or until such director's earlier death,
resignation or removal.
4.2 Removal. Any director or directors may be removed from office at any
time with or without cause by the affirmative vote, at a special meeting of the
shareholders called for such a purpose, of not less than sixty-six and
two-thirds percent (66-2/3%) of the total number of votes of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposed removal was contained in the notice of such
meeting. At least thirty (30) days prior to such special meeting of
shareholders, written notice shall be sent to the director or directors whose
removal will be considered at such meeting. Any vacancy on the Board of
Directors resulting from such removal or otherwise shall be filled only by vote
of a majority of the directors then in office, although less than a quorum, and
any director so chosen shall hold office until the next election of the class
for which such director shall have been chosen and until his or her successor
shall have been elected and qualified or until any such director's earlier
death, resignation or removal.
4.3 Change of Number of Directors. In the event of any increase or decrease
in the authorized number of directors, the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
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4.4 Exercise of Business Judgment. In discharging his or her duties as a
director of the Corporation, a director may consider such factors as the
director considers relevant, including the long-term prospects and interests of
the Corporation and its shareholders, the social, economic, legal, or other
effects of any corporate action or inaction upon the employees, suppliers,
customers of the Corporation or its subsidiaries, the communities and society in
which the Corporation or its subsidiaries operate, and the economy of the State
of Florida and the United States.
4.5 Initial Number of Directors. The number of directors constituting the
initial Board of Directors of the Corporation is nine (9). The number of
directors may be increased or decreased from time to time as provided in the
Bylaws, but in no event shall the number of directors be less than three (3).
ARTICLE 5
Action By Shareholders
5.1 Call For Special Meeting. Special meetings of the shareholders of the
Corporation may be called at any time, but only by (a) the Chairman of the Board
of the Corporation, (b) a majority of the directors in office, although less
than a quorum, and (c) the holders of not less than thirty-five percent (35%) of
the total number of votes of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.
5.2 Shareholder Action By Unanimous Written Consent. Any action required or
permitted to be taken by the shareholders of the Corporation must be effected at
a duly called annual or special meeting of the shareholders, and may not be
effected by any consent in writing by such shareholders, unless such written
consent is unanimous.
ARTICLE 6
Indemnification
6.1 Provision of Indemnification. The Corporation shall, to the fullest
extent permitted or required by the FBCA, including any amendments thereto (but
in the case of any such amendment, only to the extent such amendment permits or
requires the Corporation to provide broader indemnification rights than prior to
such amendment), indemnify its Directors and Executive Officers against any and
all Liabilities, and advance any and all reasonable Expenses, incurred thereby
in any Proceeding to which any such Director or Executive Officer is a Party or
in which such Director or Executive Officer is deposed or called to testify as a
witness because he or she is or was a Director or Executive Officer of the
Corporation. The rights to indemnification granted hereunder shall not be deemed
exclusive of any other rights to indemnification against Liabilities or the
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advancement of Expenses which a Director or Executive Officer may be entitled
under any written agreement, Board of Directors' resolution, vote of
shareholders, the Act, or otherwise. The Corporation may, but shall not be
required to, supplement the foregoing rights to indemnification against
Liabilities and advancement of Expenses by the purchase of insurance on behalf
of any one or more of its Directors or Executive Officers whether or not the
Corporation would be obligated to indemnify or advance Expenses to such Director
or Executive Officer under this Article. For purposes of this Article, the term
"Directors" includes former directors of the Corporation and any director who is
or was serving at the request of the Corporation as a director, officer,
employee, or agent of another Corporation, partnership, joint venture, trust, or
other enterprise, including, without limitation, any employee benefit plan
(other than in the capacity as an agent separately retained and compensated for
the provision of goods or services to the enterprise, including, without
limitation, attorneys-at-law, accountants, and financial consultants). The term
"Executive Officers" includes those individuals who are or were at any time
"executive officers" of the Corporation as defined in Securities and Exchange
Commission Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as
amended. All other capitalized terms used in this Article 6 and not otherwise
defined herein have the meaning set forth in Section 607.0850, Florida Statutes
(1995). The provisions of this Article 6 are intended solely for the benefit of
the indemnified parties described herein, their heirs and personal
representatives and shall not create any rights in favor of third parties. No
amendment to or repeal of this Article VI shall diminish the rights of
indemnification provided for herein prior to such amendment or repeal.
ARTICLE 7
Amendments
7.1 Articles of Incorporation. Notwithstanding any other provision of these
Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding
that a lesser percentage may be specified by law) the affirmative vote of
sixty-six and two-thirds percent (66-2/3%) of the total number of votes of the
then outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required (unless separate voting by classes is required by the FBCA, in which
event the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
number of shares of each class or series entitled to vote as a class shall be
required), to amend or repeal, or to adopt any provision inconsistent with the
purpose or intent of, Articles 4, 5, 6 or this Article 7 of these Articles of
Incorporation. Notice of any such proposed amendment, repeal or adoption shall
be contained in the notice of the meeting at which it is to be considered.
Subject to the provisions set forth herein, the Corporation reserves the right
to amend, alter, repeal or rescind any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law.
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7.2 Bylaws. The shareholders of the Corporation may adopt or amend a bylaw
which fixes a greater quorum or voting requirement for shareholders (or voting
groups of shareholders) than is required by the FBCA. The adoption or amendment
of a bylaw that adds, changes or deletes a greater quorum or voting requirement
for shareholders must meet the same quorum or voting requirement and be adopted
by the same vote and voting groups required to take action under the quorum or
voting requirement then in effect or proposed to be adopted, whichever is
greater.
ARTICLE 8
Initial Registered Office and Agent
The address of the initial Registered Office of the Corporation is 360
Central Avenue, St. Petersburg, Florida 33701 and the initial Registered
Agent at such address is G. Kristin Delano
ARTICLE 9
Principal Office and Mailing Address
The address of the Principal Office of the Corporation and its mailing
address is 360 Central Avenue, St. Petersburg, Florida 33701. The location of
the Principal Office and the mailing address shall be subject to change as may
be provided in the Bylaws.
THESE AMENDED AND RESTATED ARTICLES OF INCORPORATION were unanimously
approved at a joint meeting of the Shareholders and the Board of Directors held
on the 27th day of January, 1998, said adopted Amended and Restated Articles of
Incorporation superseding the original Articles of incorporation and all
amendments to them.
BY: /s/ G. Kristin Delano
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G. Kristin Delano, Secretary
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ACCEPTANCE OF APPOINTMENT
BY INITIAL REGISTERED AGENT
THE UNDERSIGNED, having been named in Article 8 of the foregoing Articles
of Incorporation as initial Registered Agent at the office designated therein,
hereby accepts such appointment and agrees to act in such capacity. The
undersigned hereby states that he is familiar with, and hereby accepts, the
obligations set forth in Section 607.0505, Florida Statutes, and the undersigned
will further comply with any other provisions of law made applicable to him as
Registered Agent of the Corporation.
DATED this 28th day of January, 1998.
/s/ G. Kristin Delano
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G. Kristin Delano, Registered Agent
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