ARTICLES OF INCORPORATION
OF
DH APPAREL COMPANY, INC.
The Articles of Incorporation of DH APPAREL COMPANY, INC. are as follows:
ARTICLE I
CORPORATE NAME
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The name of the corporation is DH APPAREL COMPANY, INC. (the
"Corporation").
ARTICLE II
CORPORATE PURPOSE
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The purpose of the Corporation is pecuniary gain and profit, and the
general nature of the business or businesses to be transacted shall be to engage
in any form or type of business for any lawful purpose or purposes not
specifically prohibited to corporations for profit under the laws of the State
of Georgia and to have all the rights, powers, privileges and immunities which
are now or hereafter may be allowed to corporations under the laws of the State
of Georgia.
ARTICLE III
CAPITAL STOCK
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3.1 Authorized Stock. The Corporation shall have the authority to
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issue Two Million (2,000,000) shares of $0.01 par value preferred stock ("Blank
Preferred Stock") and Nine Million (9,000,000) shares of $0.01 par value common
stock ("Common Stock").
3.2 Blank Preferred Stock. The Corporation may issue the Blank
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Preferred Stock in one or more classes and in one or more series within any such
class. The Board of Directors of the Corporation (the "Board of Directors")
shall determine the preferences, limitations and relative rights granted to and
imposed upon each class and series of Blank Preferred Stock in accordance with
Section 14-2-602 of the Georgia Business Corporation Code (the "Code").
3.3 Common Stock. Subject to the provisions of any issued and
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outstanding Blank Preferred Stock, any issued and outstanding shares of Common
Stock shall together have unlimited voting rights and shall together be entitled
to receive the net assets of the Corporation upon dissolution. Notwithstanding
anything else contained herein or in the provisions of any class or series of
Blank Preferred Stock to the contrary, the holders of any issued and outstanding
shares of Common Stock shall be entitled to vote as a separate class with
respect to the following actions:
(a) Consummation of a plan of merger or share exchange to which the
Corporation is a party if the approval of its shareholders is required
therefor under the Code;
(b) Consummation of a sale or exchange of all or substantially all of
the Corporation's assets if the approval of its shareholders is required
therefor under the Code;
(c) Any amendment to these Articles of Incorporation or to the Bylaws
of the Corporation if the approval of the shareholders of the Corporation
is required therefor under the Code; and
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(d) Any other action taken by the Corporation pursuant to a
shareholder vote to the extent that the Code, these Articles of
Incorporation, the Bylaws of the Corporation, or a resolution of the Board
provides that voting or non-voting shareholders are entitled to dissent and
obtain payment for their shares pursuant to Article 13 of the Code. In
addition, each holder of any issued and outstanding shares of Common Stock
shall have all rights with respect thereto which are provided in the Code.
ARTICLE IV
ACTION WITHOUT MEETING
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No action required or permitted by the Code may be taken by the
shareholders of the Corporation other than at a duly called and held meeting;
provided, however, action may be taken upon the written consent of all of the
Corporation's shareholders entitled to vote thereon.
ARTICLE V
LIMITATION ON DIRECTOR LIABILITY
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To the fullest extent permitted by the Code (as the same may be amended or
supplemented after the date hereof), no director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
for any action or omission. No amendment, repeal or modification of this
Article shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment, repeal or modification.
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ARTICLE VI
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
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The address of the initial registered office of the Corporation is 1020
Barrow Industrial Parkway, Winder, Barrow County, Georgia 30680, and the
registered agent at such address is K. Scott Grassmyer.
ARTICLE VII
PRINCIPAL OFFICE
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The mailing address of the initial principal office of the Corporation is
1020 Barrow Industrial Parkway, Winder, Barrow County, Georgia 30680.
ARTICLE VIII
DISCHARGE OF DIRECTOR'S DUTIES
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In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors, and individual directors, in
addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers,
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such directors consider pertinent; provided,
however, that this provision shall be deemed solely to grant discretionary
authority to the directors and shall not be deemed to provide to any
constituency any right to be considered. Without limiting the generality of the
foregoing, when evaluating any proposed tender offer, exchange offer or plan of
merger, consolidation, sale of assets or stock exchange, the Board of Directors
shall consider not only the consideration being offered in relation to the then
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current market price for the Corporation's outstanding shares of capital stock,
but also in relation to the then current value of the Corporation in a freely
negotiated transaction and in relation to the Board of Directors' estimate of
the future value of the Corporation (including the unrealized value of its
properties and assets) as an independent going concern, as well as such other
factors as the Board of Directors deems relevant.
ARTICLE IX
INCORPORATOR
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The name and address of the Incorporator of the Corporation are Sara Ann
Vaughan, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.
/s/ Sara Ann Vaughan
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Sara Ann Vaughan, Incorporator
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