1
EXHIBIT 3.1
AS FILED WITH THE FLORIDA DEPARTMENT OF STATE ON DECEMBER 18, 1998
ARTICLES OF INCORPORATION
OF
LAI WORLDWIDE, INC.
ARTICLE I
NAME
The name of this Corporation shall be:
LAI WORLDWIDE, INC.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The address of the principal office and the mailing address of this
corporation shall be:
Suite 200E, Northdale Plaza
3903 Northdale Blvd., P.O. Box 340468
Tampa, Florida 33694-0468
ARTICLE III
TERM OF EXISTENCE
This Corporation is to exist perpetually.
ARTICLE IV
GENERAL PURPOSE
The general purpose for which this Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Business Corporation Act of the State of Florida, and any
amendments or successor thereto, and in connection therewith, this Corporation
shall have and may exercise any and all powers conferred from time to time by
law upon corporations formed under such Act.
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ARTICLES OF INCORPORATION PAGE 2
ARTICLE V
CAPITAL STOCK
1. AUTHORIZED CAPITALIZATION.
(a) The total number of shares of capital stock authorized to
be issued by this Corporation shall be:
35,000,000 shares of common stock, par value $0.01 per share
(the "Common Stock"); and
3,000,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock").
(b) The designation, relative rights, preferences and
liabilities of each class of stock, itemized by class, shall be as follows:
(i) Preferred. Shares of the Preferred Stock may be
issued from time to time in one or more series. The board of directors
of this Corporation (hereafter the "Board of Directors" or "Board") by
resolution shall establish each series of Preferred Stock and fix and
determine the number of shares and the designations, preferences,
limitations and relative rights of each such series, provided that all
shares of the Preferred Stock shall be identical except as to the
following relative rights and preferences, as to which there may be
variations fixed and determined by the Board of Directors between
different series:
(A) The rate or manner of payment of dividends.
(B) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of
redemption.
(C) The amount payable upon shares in the event of
voluntary and involuntary liquidation.
(D) Sinking fund provisions, if any, for the
redemption or purchase of shares.
(E) The terms and conditions, if any, on which the
shares may be converted.
(F) Voting rights, if any.
(G) Any other rights or preferences now or hereafter
permitted by the laws of the State of Florida as
variations between different series of preferred
stock.
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(ii) Common. Each share of Common Stock shall be
entitled to one vote on all matters submitted to a vote of
stockholders, except matters required to be voted on exclusively by
holders of Preferred Stock or of any series of Preferred Stock. The
holders of Common Stock shall be entitled to such dividends as may be
declared by the Board of Directors from time to time, provided that
required dividends, if any, on the Preferred Stock have been paid or
provided for. In the event of the liquidation, dissolution, or winding
up, whether voluntary or involuntary, of this Corporation, the assets
and funds of this Corporation available for distribution to
stockholders, and remaining after the payment to holders of Preferred
Stock of the amounts to which they are entitled, shall be divided and
paid to the holders of the Common Stock according to their respective
shares.
(iii) Series A Junior Participating Preferred Stock.
Of the 3,000,000 shares of Preferred Stock authorized by these Articles
of Incorporation, a series of 500,000 of such shares shall be and are
authorized and designated as follows:
(a) Designation and Amount. The shares of
such series shall be designated as "Series A Junior
Participating Preferred Stock" (the "Series A Preferred
Stock") and the number of shares constituting the Series A
Preferred Stock shall be 500,000. Such number of shares may be
increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number
of shares of Series A Preferred Stock to a number less than
the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into
Series A Preferred Stock.
(b) Dividends and Distributions.
(1) Subject to the rights of the
holders of any shares of any series of Preferred Stock of
the Company (the "Preferred Stock") (or any similar stock)
ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common
Stock, par value $.01 per share, of the Company (the "Common
Stock") and of any other stock of the Company ranking junior
to the Series A Preferred Stock, shall be entitled to
receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of January, April,
July, and October in each year (each such date being
referred to herein as a "Dividend Payment Date"), commencing
on the first Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and
100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than
a dividend payable in shares of Common Stock, declared on
the Common Stock since the immediately preceding Dividend
Payment Date or, with respect to the first Dividend Payment
Date, since the first issuance of any share
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or fraction of a share of Series A Preferred Stock. In the
event the Company shall at any time after December 30, 1998
declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination
or con solidation of the outstanding shares of Common Stock
(by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior
to such event.
(2) The Company shall declare a
dividend or distribution on the Series A Preferred Stock as
provided in Section 2(a) immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any
Dividend Payment Date and the next subsequent Dividend
Payment Date, a dividend of $1.00 per share on the Series A
Preferred Stock shall nevertheless be payable, when, as and
if declared, on such subsequent Dividend Payment Date.
(3) Dividends shall begin to accrue
and be cumulative, whether or not earned or declared, on
outstanding shares of Series A Preferred Stock from the
Dividend Payment Date next preceding the date of issue of
such shares, unless the date of issue of such shares is
prior to the Record Date for the first Dividend Payment
Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the
date of issue is a Dividend Payment Date or is a date after
the Record Date for the determination of holders of shares
of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be
cumulative from such Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less
than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a Record Date
for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which Record Date shall be
not more than 60 days prior to the date fixed for the
payment thereof.
(c) Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting
rights;
(1) Subject to the provision for
adjustment hereinafter set forth and except as otherwise
provided in the Articles of Incorporation or required by
law,
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each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters upon which the
holders of the Common Stock of the Company are entitled to
vote. In the event the Company shall at any time after
December 30, 1998 declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders
of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which
is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.
(2) Except as otherwise provided in
the Articles of Incorporation, as hereby or otherwise
hereafter amended, and except as otherwise required by law,
the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock and any other capital
stock of the Company having general voting rights shall vote
together as one class on all matters submitted to a vote of
stockholders of the Company.
(3) Except as set forth herein, or
as otherwise provided by law, holders of Series A Preferred
Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.
(d) Certain Restrictions.
(1) Whenever quarterly dividends or
other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not earned or declared, on shares
of Series A Preferred Stock outstanding shall have been paid
in full, the Company shall not:
a. declare or pay
dividends, or make any other distributions, on any shares of
stock ranking junior (as to dividends) to the Series A
Preferred Stock;
b. declare or pay
dividends, or make any other distributions, on any shares of
stock ranking on a parity (as to dividends) with the Series
A Preferred Stock, except dividends paid ratably on the
Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are
then en titled;
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c. redeem or purchase
or otherwise acquire for consideration shares of any stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock,
provided that the Company may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Company ranking
junior (as to dividends and upon dissolution, liquidation or
winding up) to the Series A Preferred Stock or rights,
warrants or options to acquire such junior stock;
d. redeem or purchase
or otherwise acquire for consideration any shares of Series
A Preferred Stock, or any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred
Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(2) The Company shall not permit any
Subsidiary of the Company to purchase or otherwise acquire
for consideration any shares of stock of the Company unless
the Company could, under Section 4(a), purchase or otherwise
acquire such shares at such time and in such manner.
(e) Reacquired Shares. Any shares of Series
A Preferred Stock purchased or otherwise acquired by the
Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their retirement become authorized but
unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors, subject to any
conditions and restrictions on issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the
Company, no distribution shall be made (A) to the holders of
the Common Stock or of shares of any other stock of the
Company ranking junior, upon liquidation, dissolution or
winding up, to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock
shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon,
whether or not earned or declared, to the date of such
payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount
to be distributed per share to holders of shares of Common
Stock, or (B) to the holders of shares of stock ranking on a
parity upon liquidation, dissolution or winding up with the
Series A Preferred Stock, except distributions made ratably on
the Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of
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all such shares are entitled upon such liquidation,
dissolution or winding up. In the event, however, that there
are not sufficient assets available to permit payment in full
of the Series A liquidation preference and the liquidation
preferences of all other classes and series of stock of the
Company, if any, that rank on a parity with the Series A
Preferred Stock in respect thereof, then the assets available
for such distribution shall be distributed ratably to the
holders of the Series A Preferred Stock and the holders of
such parity shares in the proportion to their respective
liquidation preferences. In the event the Company shall at any
time after December 30, 1998 declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect
a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the proviso in clause
(A) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(g) Consolidation, Merger, etc. In case the
Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are converted into, exchanged for or changed into other
stock or securities, cash and/or any other property, then in
any such case each share of Series A Preferred Stock shall at
the same time be similarly converted into, exchanged for or
changed into an amount per share (subject to the provision for
adjustment hereinaf ter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or
for which each share of Common Stock is converted, exchanged
or converted. In the event the Company shall at any time after
December 30, 1998 declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of shares
of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior
to such event.
(h) No Redemption. The shares of Series A
Preferred Stock shall not be redeemable from any holder.
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(i) Rank. The Series A Preferred Stock shall
rank, with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of
Preferred Stock and senior to the Common Stock.
(j) Amendment. If any proposed amendment to
the Articles of Incorporation (including as amended by these
Articles of Amendment) would alter, change or repeal any of
the preferences, powers or special rights given to the Series
A Preferred Stock so as to affect the Series A Preferred Stock
adversely, then the holders of the Series A Preferred Stock
shall be entitled to vote separately as a class upon such
amendment, and the affirmative vote of two-thirds of the
outstanding shares of the Series A Preferred Stock, voting
separately as a class, shall be necessary for the adoption
thereof, in addition to such other vote as may be required by
the laws of the State of Florida.
(k) Fractional Shares. Series A Preferred
Stock may be issued in fractions of a share that shall entitle
the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
2. NO PREEMPTIVE RIGHTS.
(a) Preferred Stock. Unless otherwise specifically provided in
the terms of the Preferred Stock, the holders of any class of Preferred Stock of
this Corporation shall have no preemptive right to subscribe for and purchase
their proportionate share of any additional Preferred Stock (of the same class
or otherwise) or Common Stock issued by this Corporation, from and after the
issuance of the shares originally subscribed for by the stockholders of this
Corporation, whether such additional shares be issued for cash, property,
services or any other consideration and whether or not such shares be presently
authorized or be authorized by subsequent amendment to these Articles of
Incorporation.
(b) Common Stock. The holders of Common Stock of this
Corporation shall have no preemptive right to subscribe for and purchase their
proportionate share of any additional Preferred Stock or Common Stock issued by
this Corporation, from and after the issuance of the shares originally
subscribed for by the stockholders of this Corporation, whether such additional
shares be issued for cash, property, services or any other consideration and
whether or not such shares be presently authorized or be authorized by
subsequent amendment to these Articles of Incorporation.
3. PAYMENT FOR STOCK. The consideration for the issuance of shares of
capital stock may be paid, in whole or in part, in cash, in promissory notes, in
other property (tangible or intangible), in
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labor or services actually performed for this Corporation, in promises to
perform services in the future evidenced by a written contract, or in other
benefits to this Corporation at a fair valuation to be fixed by the Board of
Directors. When issued, all shares of stock shall be fully paid and
nonassessable.
4. TREASURY STOCK. The Board of Directors of this Corporation shall
have the authority to acquire by purchase and hold from time to time any shares
of its issued and outstanding capital stock for such consideration and upon such
terms and conditions as the Board of Directors in its discretion shall deem
proper and reasonable in the interest of this Corporation.
ARTICLE VI
REGISTERED OFFICE AND REGISTERED AGENT
The initial registered office of this corporation shall be located at
Suite 200E, Northdale Plaza, 3903 Northdale Boulevard, Tampa, Florida 33624, and
the initial registered agent of this corporation at such office shall be Philip
R. Albright. This corporation shall have the right to change such registered
office and such registered agent from time to time, as provided by law.
ARTICLE VII
DIRECTORS
1. NUMBER. The Board of Directors of this Corporation shall consist of
no fewer than three (3) nor more than twelve (12) members, the exact numbers of
directors to be fixed from time to time as provided in the bylaws of this
Corporation.
2. CLASSIFICATION. The Board of Directors shall be divided into three
classes, Class I, Class II and Class III, as nearly equal in number as possible.
Upon the effectiveness of this provision, and determined on the basis of prior
election, directors of the first class (Class I) shall hold office for a term
expiring at the 2001 annual meeting of stockholders; directors of the second
class (Class II) shall be elected to hold office for a term expiring at the 1999
annual meeting of stockholders; and directors of the third class (Class III)
shall be elected to hold office for a term expiring at the 2000 annual meeting
of stockholders. Subject to adjustment as contemplated by the following
paragraph, at each annual meeting of stockholders after 1997, the successors to
the class of directors whose terms then shall expire shall be identified as
being the same class as the directors they succeed and elected to hold office
for a term expiring at the third succeeding annual meeting of stockholders.
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, and any additional directors of any
class elected by stockholders to fill a vacancy shall hold office for a term
that shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual
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meeting for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
Notwithstanding the foregoing, if and whenever the holders of any one
or more classes or series of Preferred Stock issued by this Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed by the
terms of these Articles of Incorporation or the resolution or resolutions
adopted by the Board of Directors pursuant to Article IV hereof, and such
directors so elected shall not be divided into classes pursuant to this Article
V unless expressly provided by such terms.
3. POWERS. The business and affairs of this Corporation shall be
managed by the Board of Directors, which may exercise all such powers of this
Corporation and do all such lawful acts and things as are not by law directed or
required to be exercised or done by the stockholders.
4. QUORUM. A quorum for the transaction of business at all meetings of
the Board of Directors shall be a majority of the number of directors determined
from time to time to comprise the Board of Directors, and the act of a majority
of the directors present at a meeting at which a quorum is present shall be the
act of the directors.
5. REMOVAL. Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, any or all of the directors of this
Corporation may be removed from office at any annual or special meeting of
stockholders by the affirmative vote of at least a majority of the then
outstanding shares of Common Stock of this Corporation. Notice of any such
annual or special meeting of stockholders shall state that the removal of a
director or directors is among the purposes of the meeting and shall state the
grounds therefor. Directors may not be removed by the stockholders without
cause.
6. VACANCIES. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office until the
next stockholders' meeting at which directors are elected (or, if permitted
under applicable law, until the expiration of the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred)and until such director's successor is duly elected and qualifies,
unless such director sooner dies, resigns or is removed by the stockholders at
any annual or special meeting. A director elected by stockholders to fill a
vacancy shall be elected for the unexpired term of such director's predecessor
in office.
7. NOMINATIONS AND ELECTIONS. Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding, only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors at meetings of stockholders.
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Nominations of persons for election to the Board of Directors of this
Corporation may be made at a meeting of stockholders by or at the direction of:
(a) the Board of Directors; (b) by any nominating committee or person appointed
by the Board; (c) or by any stockholder of this Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
set forth in this Article VII, Section 7.
Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of this Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of this Corporation not less than 60 days prior to the date of the
meeting at which the director(s) are to be elected, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the scheduled meeting is given or made, notice by the
stockholder, to be timely, must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
notice was given or such public disclosure was made.
A stockholder's notice to the Secretary shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of this Corporation which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Schedule 14A under the Securities Exchange Act
of 1934, as amended; and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on this Corporation's books, of the stockholder
and (ii) the class and number of shares of this Corporation's stock which are
beneficially owned by the stockholder on the date of such stockholder notice.
This Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by this Corporation to determine the
eligibility of such proposed nominee to serve as a director of this Corporation.
The presiding officer of the meeting shall determine and declare at the
meeting whether the nomination was made in accordance with the terms of this
Article VII, Section 7. If the presiding officer determines that a nomination
was not made in accordance with the terms of this Article VII, Section 7, he or
she shall so declare at the meeting and any such defective nomination shall be
disregarded.
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ARTICLE VIII
INITIAL BOARD OF DIRECTORS
The initial Board of Directors of this corporation shall consist of the
following members, such members to hold office until their successors have been
duly elected and qualify. The name and street address of the initial directors
are:
NAME ADDRESS
---- -------
Robert L. Pearson Suite 4150, Thanksgiving Tower,
1601 Elm Street,
Dallas, Texas 75201
Patrick J. McDonnell Suite 2100, 225 West Wacker Drive,
Chicago, Illinois 60606
Philip R. Albright Suite 200E, Northdale Plaza,
3903 Northdale Boulevard,
Tampa, Florida 33624
ARTICLE IX
INCORPORATOR
The name and street address of the incorporator making these Articles
of Incorporation are:
NAME ADDRESS
---- -------
Becky A. Ferrell c/o Trenam, Kemker, Scharf, Barkin,
Frye, O'Neill & Mullis, P.A.
101 E. Kennedy Blvd., Suite 2700
Tampa, Florida 33602
ARTICLE X
STOCKHOLDER MEETINGS
1. ANNUAL MEETINGS. At an annual meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (c) by, or at the direction
of, the Board of Directors, or (d) by any stockholder of this Corporation who
complies with the notice procedures set forth in this Article X, Section 1 and
the requirements of Rule 14a-8 under the Securities Exchange Act of 1934.
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For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of this Corporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of this
Corporation not less than 60 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if less than 70 days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, notice
by the stockholder, to be timely, must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual meeting was given or the
day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting, in addition
to any other information as may be required by law, (a) a brief description of
the proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on this Corporation's books, of the stockholder proposing such
business and any other stock holders known by such stockholder to be supporting
such proposal, (c) the class and number of shares of this Corporation's stock
which are beneficially owned by the stockholder on the date of such stockholder
notice and by any other stockholders known by such stockholder to be supporting
such proposal on the date of such stockholder notice, and (d) any financial
interest of the stockholder in such proposal.
The presiding officer of the annual meeting shall determine and declare
at the annual meeting whether the stockholder proposal was made in accordance
with the terms of this Article X, Section 1. If the presiding officer determines
that a stockholder proposal was not made in accordance with the terms of this
Article X, Section 1, he or she shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.
This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.
2. SPECIAL MEETINGS. Special meetings of the stockholders of this
Corporation for any purpose or purposes may be called at any time by (a) the
Board of Directors; (b) the Chairman of the Board of Directors (if one is so
appointed); (c) the President of this Corporation; or (d) by holders of not less
than 33-1/3% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting, if such stockholders sign, date and
deliver to this Corporation's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. Special
meetings of the stockholders of this Corporation may not be called by any other
person or persons.
At any special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been set
forth in the notice of such special meeting.
14
LAI WORLDWIDE, INC.
ARTICLES OF INCORPORATION PAGE 14
3. WRITTEN CONSENTS. Any action required or permitted to be taken at
any annual or special meeting of stockholders of this Corporation may be taken
only upon the vote of such stockholders at an annual or special meeting duly
called in accordance with the terms of this Article X, Section 1 and 2, and may
not be taken by written consent of such stockholders.
ARTICLE XI
AMENDMENTS
This Corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the stockholders
herein are subject to this reservation. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of at
least 66-2/3% of the outstanding shares of Common Stock of this Corporation
shall be required to amend or repeal this Article XI, Article VII or Article X
of these Articles of Incorporation or to adopt any provision inconsistent
therewith.
ARTICLE XII
BYLAWS
1. ADOPTION, AMENDMENT, ETC. The power to adopt the bylaws of this
Corporation, to alter, amend or repeal the bylaws, or to adopt new bylaws, shall
be vested in the Board of Directors of this Corporation; provided, however, that
any bylaw or amendment thereto as adopted by the Board of Directors may be
altered, amended, or repealed in accordance with the bylaws of this Corporation
by vote of the stockholders entitled to vote thereon, or a new bylaw in lieu
thereof may be adopted by the stockholders, and the stockholders may prescribe
in any bylaw made by them that such bylaw shall not be altered, amended or
repealed by the Board of Directors.
2. SCOPE. The bylaws of this Corporation shall be for the government of
this Corporation and may contain any provisions or requirements for the
management or conduct of the affairs and business of this Corporation, provided
the same are not inconsistent with the provisions of these Articles of
Incorporation, or contrary to the laws of the State of Florida or of the United
States.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles for the uses and purposes therein stated this 18th day of December,
1998.
/s/: Becky A. Ferrell
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Becky A. Ferrell, Incorporator