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Exhibit 3.21
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
PRESTIGE BRANDS INTERNATIONAL, INC.
These Articles of Amendment are filed in accordance with Section 13.1-710
of the Virginia Stock Corporation Act:
A. The name of the corporation (which is hereinafter referred to as
the "Corporation") is Prestige Brands International, Inc.
B. The amendment to the Corporation's Articles of Incorporation
adopted on July 12, 2000 by written consent of all of the Corporation's
shareholders is as follows:
1. The first sentence of ARTICLE III AUTHORIZED SHARES of said
Articles of Incorporation is deleted and is replaced by the following to modify
the number of authorized shares of each class of common stock of the
Corporation:
ARTICLE III
AUTHORIZED SHARES
The total authorized capital stock of the Corporation shall be
90,000,000 shares consisting of 75,000,000 shares of Class A common stock, no
par value per share (referred to herein as the "Class A Common Stock") and
15,000,000 shares of Class B common stock, no par value per share (referred to
herein as the "Class B Common Stock").
C. The amendment was adopted by the unanimous written consent of the
Corporation's shareholders.
PRESTIGE BRANDS INTERNATIONAL, INC.
By: /s/ Theodore J. Host
--------------------------
Theodore J. Host
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President
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Dated: July 12, 2000
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ARTICLES OF AMENDMENT AND RESTATEMENT
OF
GENESIS PRODUCTS INTERNATIONAL, INC.
1. The name of the Corporation is Genesis Products International, Inc.
2. The Amended and Restated Articles of Incorporation are attached hereto as
EXHIBIT A.
3. Pursuant to Section 13.1-685 of the Virginia Stock Corporation Act, the
Board of Directors of the Corporation adopted the Amended and Restated
Articles of Incorporation and recommended approval of the Amended and
Restated Articles of Incorporation to the Corporation's shareholders
4. Pursuant to Section 13.1-65?? of the Virginia Stock Corporation Act, the
shareholders of the Corporation approved the Amended and Restated Articles
of Incorporation by unanimous written consent.
GENESIS PRODUCTS INTERNATIONAL, INC.
Dated. December 15, 1999 By: /s/ Theodore J. Host
------------------------------------
Theodore J. Host
President
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EXHIBIT A
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PRESTIGE BRANDS INTERNATIONAL, INC.
(formerly known as Genesis Products International, Inc.)
ARTICLE I
NAME
The name of the corporation is Prestige Brands International, Inc. (the
"Corporation").
ARTICLE II
PURPOSE
The purpose of the Corporation is to acquire, own and operate a consumer
products business and to transact any and all lawful business not required to be
specifically stated in these Articles of Incorporation for which corporations
may be incorporated under the Virginia Stock Corporation Act.
ARTICLE III
AUTHORIZED SHARES
The total authorized capital stock of the Corporation shall be
Ninety-Million (90,000,000) shares consisting of 45,000,000 shares of Class A
Common Stock, no par value per share (referred to herein as the "Class A Common
Stock") and 45,000,000 shares of Class B Common Stock, no par value per share
(referred to herein as the "Class B Common Stock"). The Class A Common Stock and
Class B Common Stock are sometimes collectively referred to herein as "Common
Stock."
The designation, preferences, relative, participating, optional or other
special rights, qualifications, limitations. restrictions, voting powers and
privileges of each class of the Corporation's capital stock shall be as follows:
Section 1. VOTING RIGHTS.
(a) CLASS A COMMON STOCK. Except as otherwise required by law, each
outstanding share of Class A Common Stock shall be entitled to vote on each
matter on which the shareholders of the Corporation shall be entitled to vote,
and each holder of Class A Common Stock shall be entitled to one vote for each
share of such stock held by such holder.
(b) CLASS B COMMON STOCK. Except as otherwise required by law and by
Section 1(c) of this Article III (in which case, holders of Class B Common
Stock shall vote (at the rate of one
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vote for each share of such stock held) as a single class unless otherwise
required by law), no share or shares of Class B Common Stock shall entitle the
holder thereof to vote on any matter on which the shareholders of the
Corporation shall be entitled to vote, and shares of Class B Common Stock shall
not be included in determining the number of shares voting or entitled to vote
on any such matters. Holders of Class B Common Stock shall be entitled to
receive all notices and proxy statements sent by the Corporation to holders of
Class A Common Stock.
(c) AMENDMENTS. Any amendment to this Article III which would have a
material adverse effect on the right of the holders of Class B Common Stock
shall require the consent of the holders of not less than 85 percent of the
issued and outstanding shares of Class B Common Stock; PROVIDED; that such
consent shall not be required in the event such amendment is required to ensure
compliance with applicable law.
Section 2. DIVIDENDS.
The Board of Directors of the Corporation may cause dividends to be paid to
the holders of shares of Common Stock out of funds legally available for the
payment of dividends by declaring an amount per share as a dividend. When and as
dividends or other distributions (including, without limitation, any grant or
distribution of rights to subscribe for or purchase shares of capital stock or
securities or indebtedness convertible into capital stock of the Corporation)
are declared, whether payable in cash, in property or in shares of stock of the
Corporation, other than in shares of Class A Common Stock or Class B Common
Stock, the holders of Class A Common Stock and Class B Common Stock shall be
entitled to share equally, share for share, in such dividends or other
distributions as if all such shares were of a single class; PROVIDED, that if
the dividends consist of other voting securities of the Corporation, the
Corporation shall make available to each Regulated Holder, at such holder's
request, dividends consisting of non-voting securities of the Corporation which
are otherwise identical to the voting securities and which are convertible or
exchangeable for such voting securities on the same terms as the Class B Common
Stock is convertible into Class A Common Stock. No dividends or other
distributions shall be declared or paid in shares of Class A Common Stock or
Class B Common Stock or options, warrants or rights to acquire shares of such
stock or securities convertible into or exchangeable for shares of such stock,
except dividends or other distributions payable to all of the holders of Common
Stock ratably according to the number of shares of Common Stock held by each of
them, in shares of Class A Common Stock to holders of that class of stock and
Class B Common Stock to holders of that class of stock.
Section 3. LIQUIDATION RIGHTS.
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, holders of Common Stock shall be
entitled to share ratably, according to the number of shares of Common Stock
held by each of them, in all assets of the Corporation available for
distribution to its shareholders.
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Section 4. CONVERSION.
(a) At any time and from time to time, each share of Class B Common
Stock shall be convertible into one share of Class A Common Stock and each share
of Class A Common Stock shall be convertible into one share of Class B Common
Stock.
(b) Each conversion of shares of Common Stock of the Corporation into
shares of another class of Common Stock of the Corporation shall be effected by
the surrender of the certificate or certificates representing the shares to be
converted (the "Convening Shares") at the principal office of the Corporation
(or such other office or agency of the Corporation as the Corporation may
designate by written notice to the holders of Common Stock) at any time during
its usual business hours, together with written notice duly executed by the
holder of such Converting Shares, stating (i) that such shareholder desires to
convert the Converting Shares, or a stated number of the shares represented by
such certificate or certificates, into an equal number of shares of the other
class of Common Stock (the "Converted Shares"), (ii) the name or names (with
addresses) and denominations in which the certificate or certificates for
Converted Shares are to issued, (iii) instructions for the delivery thereof and
(iv) that such conversion and the holding of such Converted Shares by such
holder or holders are permitted under the then current applicable law. The
Corporation shall promptly notify each converting shareholder of its receipt of
such notice. Promptly after such surrender and the receipt of such written
notice, the Corporation shall issue and deliver in accordance with the
surrendering shareholder's instructions the certificate or certificates
evidencing the Converted Shares issuable upon such conversion, and the
Corporation shall deliver to the converting shareholder a certificate (which
shall contain such legends as were set forth on the surrendered certificate or
certificates) representing any shares which were represented by the certificate
or certificates that were delivered to the Corporation in connection with such
conversion, but which were not converted; PROVIDED, HOWEVER, that if such
conversion is subject to Section 6 of this Article III, the Corporation shall
not issue such certificate or certificates until the expiration of the Deferral
Period referred to therein. Such conversion, to the extent permitted by law,
shall be deemed to have been effected as of the close of business on the date on
which such certificate or certificates shall have been surrendered and such
notice shall have been received by the Corporation, and at such time the rights
of the holder of the Converting Shares as such shareholder shall cease (except
that, in the case of a conversion subject to Section 6 of this Article III, the
conversion shall be deemed to be effective upon the expiration of the Deferral
Period referred to therein) and the person or persons in whose name or names the
certificate or certificates for the Converted Shares are to be issued upon such
conversion shall be deemed to have become the shareholder or shareholders of
record of the Convened Shares. Upon issuance of shares in accordance with this
Section 4, such Converted Shares shall be duly authorized, validly issued, fully
paid and non-assessable. The Corporation shall take all such actions as may be
necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any securities exchange upon which shares of Common Stock may be
listed (except for official notice of issuance which shall be immediately
transmitted by the Corporation upon issuance). The Corporation shall not close
its books against the transfer of shares of Common Stock in any manner which
would interfere with the timely conversion of any shares of Common Stock.
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(c) The Corporation shall at all times reserve and keep available out
of its authorized but unissued Common Stock, solely for the purpose of effecting
conversion, pursuant to this Article III, the full number of shares of Common
Stock of each class from time to time issuable upon the conversion of all shares
of Common Stock then outstanding and entitled to convert and shall take all such
action and obtain all such permits or orders as may be necessary to enable the
Corporation lawfully to issue such shares upon any such conversion. In addition,
the Corporation shall also reserve and keep available such other securities and
property as may from time be deliverable upon conversion of Common Stock and
shall take all such action and obtain all such permits or orders as may be
necessary to enable the Corporation to lawfully deliver such other securities
and property upon conversion. So long as any shares of Common Stock shall be
outstanding the Corporation, shall take all corporate action necessary in order
for the Corporation to be able to validly and legally issue fully paid and
nonassessable shares of Common Stock upon am conversion thereof.
Section 5. SUBDIVISION, COMBINATIONS AND OTHER ACTION AFFECTING CAPITAL STOCK.
If shares of either class of Common Stock are subdivided or combined, then
shares of both classes of Common Slock shall be so subdivided or combined, and
effective provision shall be made for the protection of the conversion rights
hereunder. The Corporation shall not enter into any reorganization,
reclassification or change of shares of the Class A Common Stock or Class B
Common Stock unless the shares, options, warrants or other rights, securities or
other property issuable to the holders of Class A Common Stock and Class B
Common Stock are identical on a share-for-share basis, PROVIDED, HOWEVER, that
if the shares, options, warrants or other rights, securities or other property
issuable to holders of Class A Common Stock and Class B Common Stock, or the
securities issuable upon conversion thereof, are convertible into or shall
consist of voting securities, the Corporation shall make available to each
holder of Class B Common Stock, at such holder's request, shares, options,
warrants or other securities consisting of or convertible or exercisable into
nonvoting securities which are otherwise identical to the voting securities
received by the holders of Class A Common Stock and which are convertible into
or exchangeable for such voting securities on the same terms as the Class B
Common Stock is convertible into the Class A Common Stock.
Section 6. REGULATED SHAREHOLDERS.
(a) The Corporation shall not convert or directly or indirectly redeem,
purchase, acquire or take any other action affecting outstanding shares of
capital stock of the Corporation if such action will increase the percentage of
outstanding voting securities owned or controlled by any Regulated Holder who
has identified itself as such to the Company in writing, which writing shall
include the amount of shares of Common Stock held by such holder (other than
each Regulated Holder which waives in writing its rights under this Article),
unless the Corporation gives written notice (the "Deferral Notice") of such
action to each Regulated Holder. The Corporation shall defer making any such
conversion, redemption, purchase or other acquisition. or taking, any such other
action for a period of 20 days (the "Deferral Period") after giving the Deferral
Notice in order to allow each Regulated Holder to determine whether it wishes to
convert or take any other action with respect to the Common Stock it owns,
controls or has the power to vote, and if any Regulated Holder then elects to
convert any shares of Class A Common
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Stock, it shall notify the Corporation in writing within 10 days of the issuance
of the Deferral Notice, in which case the Corporation shall promptly notify from
time to time prior to the end of such 20-day period each other Regulated Holder
of each proposed conversion and effect the conversions requested by all
Regulated Holders at the end of the Deferral Period. The Corporation shall not
directly or indirectly redeem, purchase, acquire or take any other action
affecting outstanding shares of Common Stock of the Corporation if such action
will increase over 24.9% the percentage of outstanding Common Stock owned or
controlled by any Regulation Y Holder and its Affiliates (other than a
Regulation Y Holder which waives in writing its rights under this Article).
(b) In no event shall the Company convert or directly or indirectly
redeem, purchase, acquire or take any other action affecting outstanding shares
of capital stock of the Corporation if, after giving effect to such conversion,
redemption, purchase, acquisition or other action, any Regulated Holders would
be in violation of any applicable laws including, without limitation, Regulation
Y of the SBIA.
Section 7. MISCELLANEOUS.
The issuance of certificates for shares of any class of Common Stock (upon
conversion of shares of any other class of Common Stock or otherwise) shall be
made without charge to the holders of such shares for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such conversion and/or the issuance of shares of Common Stock; PROVIDED,
HOWEVER, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Common Stock
converted.
The Corporation shall keep at its principal executive office (or such other
place as the Corporation reasonably designates) a register for the registration
of shares of Common Stock. Upon the surrender of any certificate representing
shares of any class of Common Stock at such place, the Corporation shall, at the
request of the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares of such class represented by the surrendered certificate,
and the Corporation forthwith shall cancel such surrendered certificate. Subject
to any other restriction on transfer to which such holder or such shares may be
bound, the Corporation shall also register such new certificate in such name or
names as requested by the holder of the surrendered certificate.
Section 8. DEFINED TERMS.
As used in this Article III, the following terms shall have the meanings
shown below:
(a) "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including, but not limited to, all
directors and officers of such Person) or controlled by or under direct or
indirect common control with such specified person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling." "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the
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direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.
(b) "Regulated Holder" shall mean any shareholder of the Corporation
that is (i) directly or indirectly, due to its ownership by an entity subject to
Regulation Y of the Board of Governors of the Federal Reserve System. 12 C.F.R.
Part 225 (or any successor to such regulation) ("Regulation Y"), subject to the
provisions of Regulation Y and holds shares of Common Stock or (ii) a Small
Business Investment Company licensed by the United States Small Business
Administration under the SBIA.
(c) "Regulation Holder" shall mean any shareholder of the Corporation
that is a bank holding company within the meaning of the Bank Holding Company
Act of 1956, as amended, or a subsidiary thereof and is subject to Regulation Y.
(d) "SBIA" shall mean the Small Business Investment Act of 1958, as
amended, and the regulations thereunder.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The initial registered office is located in the City of Richmond, and the
address is c/o Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd
Street, Richmond, Virginia 23219. The name of the initial registered agent at
such address is Daniel M. LeBey, who is a resident of the Commonwealth of
Virginia and a member of the Virginia State Bar.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
A. In this Article:
1. "applicant" means the person seeking indemnification
pursuant to this Article
2. "expenses" includes counsel fees.
3. "liability" means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.
4. "party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
5. "preceding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
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B. In any proceeding brought by or in the right of the Corporation or
brought by or on behalf of shareholders of the Corporation, no Director or
officer of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages with respect to any transaction, occurrence or
course of conduct, whether prior or subsequent to the effective date of this
Article, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law.
C. The Corporation shall indemnify (1) any person who was or is a
party to any proceeding, including a proceeding brought by a shareholder in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, by reason of the fact that he is or was a Director, officer,
employee, or agent of the Corporation, or (2) any Director or officer who is or
was serving at the request of the Corporation as a Director, trustee, partner or
officer of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise, against any liability
incurred by him in connection with such proceeding unless he engaged in willful
misconduct or a knowing violation of the criminal law. A person is considered
to be serving an employee benefit plan at the Corporation's request if his
duties to the Corporation also impose duties on or otherwise involve services
by, him to the plan or to participants in or beneficiaries of the plan. The
Board of Directors is hereby empowered, by a majority vote of a quorum of
disinterested Directors, to enter into a contract to indemnify any Director or
officer in respect of any proceedings arising from any act or omission, whether
occurring before or after the execution of such contract.
D. The provisions of this Article shall be applicable to all
proceedings commenced after the adoption hereof by the shareholders of the
Corporation, arising from any act or omission, whether occurring before or after
such adoption. No amendment or repeal of this Article shall have any effect on
the rights provided under this Article with respect to any act or omission
occurring prior to such amendment or repeal. The Corporation shall promptly take
all such actions, and make all such determinations, as shall be necessary or
appropriate to comply with its obligation to make any indemnity under this
Article and shall promptly pay or reimburse all reasonable expenses, including
attorneys' fees, incurred by any such Director, officer, employee or agent in
connection with such actions and determinations or proceedings of any kind
arising therefrom.
E. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not of
itself create a presumption that the applicant did not meet the standard of
conduct described in Section B or C of this Article.
F. Any indemnification under Section C of this Article (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the applicant is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section C. The determination shall be made:
1. By the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the proceeding;
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2. If a quorum cannot be obtained under subsection 1 of this
section, by majority vote of a committee duly designated by the Board of
Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to the
proceeding;
3. By special legal counsel:
(a) Selected by the Board of Directors or its committee in
the manner prescribed in subsection 1 or 2 of this section; or
(b) If a quorum of the Board of Directors cannot be
obtained under subsection 1 of this section and a committee cannot be designated
under subsection 2 of this section, selected by majority vote of the full Board
of Directors, in which selection Directors who are parties may participate: or
4. By the shareholders, but shares owned by or voted under the
control of Directors who are at the time parties to the proceeding may not be
voted on the determination.
Any evaluation as to reasonableness of expenses shall be made in the same
manner as the determination that indemnification is appropriate, except that if
the determination is made by special legal counsel, such evaluation is to
reasonableness of expenses shall be made by those entitled under subsection 3 of
this section to select counsel.
Notwithstanding the foregoing, in the event there has been a change in the
composition of a majority of the Board of Directors after the date of the
alleged act or omission with respect to which indemnification is claimed, any
determination as to indemnification and advancement of expenses with respect to
any claim for indemnification made pursuant to this Article shall be made by
special legal counsel agreed upon by the Board of Directors and the applicant.
If the Board of Directors and the applicant are unable to agree upon such
special legal counsel the Board of Directors and the applicant each shall select
a nominee, and the nominees shall select such special legal counsel.
G. INDEMNIFICATION PROCEDURE.
1. The Corporation may pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in advance of
final disposition of the proceeding or the making of any determination under
Section F if the applicant furnishes the Corporation.
(a) a written statement of his good faith belief that he
has met the standard of conduct described in Section C; and
(b) a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that he did not meet
such standard of conduct.
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2. The undertaking required by paragraph (b) of subsection 1 of
this section shall be an unlimited general obligation of the applicant but need
not be secured and may be accepted without reference to financial ability to
make repayment.
3. Authorizations of payments under this section shall be made
by the persons specified in Section F.
H. The Board of Directors is hereby empowered, by majority vote of a
quorum consisting of disinterested Directors, to cause the Corporation to
indemnify or contract to indemnify any person not specified in Section B or C of
this Article who was, is or may become a party to any proceeding, by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as Director, officer, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise, to the same extent as
if such person were specified as one to whom indemnification is granted in
Section C. The provisions of Sections D through E of this Article shall be
applicable to any indemnification provided hereafter pursuant to this Section H.
I. The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts is the Board
of Directors may determine, on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against or incurred by him in any such capacity or arising from his status as
such, whether or not the Corporation would have power to indemnify him against
such liability under the provisions of this Article.
J. Every reference herein to Directors, officers, employees or agents
shall include former Directors, officers, employees and agents and their
respective heirs, executors and administrators. The indemnification hereby
provided and provided hereafter pursuant to the power hereby conferred by this
Article on the Board of Directors shall not be exclusive of any other rights to
which any person may be entitled, including any right under policies of
insurance that may be purchased and maintained by the Corporation or others,
with respect to claims, issues or matters in relation to which the Corporation
would not have the power to indemnify such person under the provisions of this
Article. Such rights shall not prevent or restrict the power of the Corporation
to make or provide tor any further indemnity, or provisions for determining
entitlement to indemnity, pursuant to one or more indemnification agreements,
bylaws, or other arrangements (including, without limitation, creation of trust
funds or security interests funded by letters of credit or other means) approved
by the Board of Directors (whether or not any of the Directors of the
Corporation shall be a party to or beneficiary of any such agreements, bylaws or
arrangements); PROVIDED, HOWEVER, that any provision of such agreements, bylaws
or other arrangements shall not be effective if and to the extent that it is
determined to be contrary to this Article or applicable laws of the Commonwealth
of Virginia.
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K. Each provision of this Article shall be severable, and an adverse
determination as to any such provision shall in no way affect the validity of
any other provision
ARTICLE VI
ACTION WITHOUT MEETING
Action required or permitted by the Virginia Stock Corporation Act to be
taken at a shareholders' meeting may be taken without a meeting and without
prior notice (except for any notice required by the Virginia Stock Corporation
Act), if the action is taken by shareholders who would be entitled to vote at a
meeting of holders of outstanding shares having voting power to cast not less
than the minimum number for numbers, in the case of voting by groups) of votes
that would be necessary to authorize or take the action at a meeting at which
all shareholders entitled to vote thereon were present and voted.
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