Exhibit 3.1
OPTICAL CABLE CORPORATION
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the corporation is Optical Cable Corporation (the
"Corporation").
ARTICLE II
PURPOSE
The Corporation is organized to engage in the development, manufacture and
sale of optical fiber cables, specialty cables and cable assemblies. In
addition, the Corporation shall have the power to engage in any lawful business
not required by the Virginia Stock Corporation Act to be stated in the Articles
of Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The aggregate number and designation of shares
that the Corporation shall have authority to issue are as follows:
Class Number of Shares
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Preferred, no par value 1,000,000
Common, no par value 100,000,000
3.2 Preemptive Rights. No holder of outstanding shares shall have any
preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such shares, or (iii) any obligations convertible into any such
shares or into warrants, rights or options to purchase any such shares.
ARTICLE IV
PREFERRED SHARES
4.1 Issuance in Series. (a) The Board of Directors is authorized to issue
Preferred Shares from time to time in one or more series and to provide for the
designation, preferences, limitations and relative rights of the shares of each
series by the adoption of Articles of Amendment to the Articles of Incorporation
of the Corporation setting forth:
(i) The maximum number of shares in the series and the designation of
the series, which designation shall distinguish the shares thereof from the
shares of any other series or class;
(ii) Whether shares of the series shall have special, conditional or
limited voting rights, or no right to vote, except to the extent prohibited
by law;
(iii) Whether shares of the series are redeemable or convertible (x) at
the option of the Corporation, a shareholder or another person or upon the
occurrence of a designated event, (y) for cash, indebtedness, securities or
other property, and (z) in a designated amount or in an
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amount determined in accordance with a designated formula or by reference
to extrinsic data or events;
(iv) Any right of holders of shares of the series to distributions,
calculated in any manner, including the rate or rates of dividends, and
whether dividends shall be cumulative, noncumulative or partially
cumulative;
(v) The amount payable upon the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation; and
(vi) Any other preferences, limitations or specified rights (including
a right that no transaction of a specified nature shall be consummated
while any shares of such series remain outstanding except upon the assent
of all or a specified portion of such shares) now or hereafter permitted by
the laws of the Commonwealth of Virginia and not inconsistent with the
provisions of this Section 4.1.
(b) All Preferred Shares, regardless of series, shall rank on a parity with
all other Preferred Stock as to dividends (whether or not the dividend rates or
payment dates are different) and as to rights in the liquidation, dissolution or
winding up of affairs of the Corporation (whether or not the redemption or
liquidation prices are different).
4.2 Articles of Amendment. Before the issuance of any shares of a series,
Articles of Amendment establishing such series shall be filed with and made
effective by the State Corporation Commission of Virginia, as required by law.
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ARTICLE V
COMMON SHARES
5.1 Voting Rights. The holders of outstanding Common Shares shall, to the
exclusion of the holders of any other class of shares of the Corporation, have
the sole power to vote for the election of directors and for all other purposes
without limitation, except (i) as otherwise provided in the Articles of
Amendment establishing any series of Preferred Shares or (ii) as may be required
by law.
5.2 Distributions. Subject to the rights of the holders of shares, if any,
ranking senior to the Common Shares as to dividends or rights in the
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of the Common Shares shall be entitled to distributions, including
dividends, when declared by the Board of Directors and to the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
ARTICLE VI
LIMIT ON LIABILITY AND INDEMNIFICATION
6.1 Definitions. For purposes of this Article the following definitions
shall apply:
(i) "Corporation" means this Corporation only and no predecessor entity
or other legal entity;
(ii) "expenses" include counsel fees, expert witness
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fees, and costs of investigation, litigation and appeal, as well as any
amounts expended in asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment, settlement,
penalty, fine, or other such obligation, including, without limitation, any
excise tax assessed with respect to an employee benefit plan; (iv) "legal
entity" means a corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise;
(v) "predecessor entity" means a legal entity the existence of which
ceased upon its acquisition by the Corporation in a merger or otherwise;
and
(vi) "proceeding" means any threatened, pending, or completed action,
suit, proceeding or appeal whether civil, criminal, administrative or
investigative and whether formal or informal.
6.2 Limit on Liability. In every instance in which the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of liability of directors or officers of a
corporation to the corporation or its shareholders. The directors and officers
of this Corporation shall not be liable to the Corporation or its shareholders.
6.3 Indemnification of Directors and Officers. The Corporation shall
indemnify any individual who is, was or is
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threatened to be made a party to a proceeding (including a proceeding by or in
the right of the Corporation) because such individual is or was a director or
officer of the Corporation or because such individual is or was serving the
Corporation, or any other legal entity in any capacity at the request of the
Corporation while a director or officer of the Corporation, against all
liabilities and reasonable expenses incurred in the proceeding except such
liabilities and expenses as are incurred because of such individual's willful
misconduct or knowing violation of the criminal law. Service as a director or
officer of a legal entity controlled by the Corporation shall be deemed service
at the request of the Corporation. The determination that indemnification under
this Section 6.3 is permissible and the evaluation as to the reasonableness of
expenses in a specific case shall be made, in the case of a director, as
provided by law, and in the case of an officer, as provided in Section 6.4 of
this Article; provided, however, that if a majority of the directors of the
Corporation has changed after the date of the alleged conduct giving rise to a
claim for indemnification, such determination and evaluation shall, at the
option of the person claiming indemnification, be made by special legal counsel
agreed upon by the Board of Directors and such person. Unless a determination
has been made that indemnification is not permissible, the Corporation shall
make advances and reimbursements for expenses incurred by a director or officer
in a proceeding upon receipt of an undertaking from such director or officer to
repay
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the same if it is ultimately determined that such director or officer is not
entitled to indemnification. Such undertaking shall be an unlimited, unsecured
general obligation of the director or officer and shall be accepted without
reference to such director's or officer's ability to make repayment. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that a director or officer acted in such a manner as to make such
director or officer ineligible for indemnification. The Corporation is
authorized to contract in advance to indemnify and make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 6.3.
6.4 Indemnification of Others. The Corporation may, to a lesser extent or
to the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers pursuant
to Section 6.3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and any person serving any
other legal entity in any capacity at the request of the Corporation, and may
contract in advance to do so. The determination that indemnification under this
Section 6.4 is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time
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to time by general or specific action of the Board of Directors, which action
may be taken before or after a claim for indemnification is made, or as
otherwise provided by law. No person's rights under Section 6.3 of this Article
shall be limited by the provisions of this Section 6.4.
6.5 Miscellaneous. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any
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individuals or legal entities, including those named above. If any provision of
this Article or its application to any person or circumstance is held invalid by
a court of competent jurisdiction, the invalidity shall not affect other
provisions or applications of this Article, and to this end the provisions of
this Article are severable.
6.6 Application; Amendments. The provisions of this Article shall be
applicable from and after its adoption even though some or all of the underlying
conduct or events relating to a proceeding may have occurred before its
adoption. No amendment, modification or repeal of this Article shall diminish
the rights provided hereunder to any person arising from conduct or events
occurring before the adoption of such amendment, modification or repeal.
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