SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
COLUMBIA SPORTSWEAR COMPANY
ARTICLE I
The name of the Corporation is Columbia Sportswear Company.
ARTICLE II
A. The Corporation is authorized to issue shares of two classes of
stock: 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock.
B. Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. On dissolution of the Corporation,
after any preferential amount with respect to the Preferred Stock has been
paid or set aside, the holders of Common Stock and the holders of any series
of Preferred Stock entitled to participate in the distribution of assets are
entitled to receive the net assets of the Corporation.
C. The Board of Directors is authorized, subject to limitations
prescribed by the Oregon Business Corporation Act, as amended from time to
time (the "Act"), and by the provisions of this Article, to provide for the
issuance of shares of Preferred Stock in series, to establish from time to
time the number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of
each series. The authority of the Board of Directors with respect to each
series includes determination of the following:
(1) The number of shares in and the distinguishing designation of
that series;
(2) Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
(3) Whether shares of that series shall be convertible and the
terms and conditions of the conversion, including provision for adjustment of
the conversion rate in circumstances determined by the Board of Directors;
(4) Whether shares of that series shall be redeemable and the
terms and conditions of redemption, including the date or 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 or at different
redemption dates;
(5) The dividend rate, if any, on shares of that series, the
manner of calculating any dividends and the preferences of any dividends;
(6) The rights of shares of that series in the event of voluntary
or involuntary dissolution of the Corporation and the rights of priority of
that series relative to the Common Stock and any other series of Preferred
Stock on the distribution of assets on dissolution; and
(7) Any other rights, preferences and limitations of that series
that are permitted by law to vary.
ARTICLE III
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a
director, provided that this Article shall not eliminate the liability of a
director for any act or omission for which such elimination of liability is
not permitted under the Oregon Business Corporation Act. No amendment to the
Oregon Business Corporation Act that further limits the acts or omissions for
which elimination of liability is permitted shall affect the liability of a
director for any act or omission which occurs prior to the effective date of
the amendment.
ARTICLE IV
The Corporation shall indemnify to the fullest extent not
prohibited by law any current or former director of the Corporation who is
made, or threatened to be made, a party to an action, suit or proceeding,
whether civil, criminal, administrative, investigative or other (including an
action, suit or proceeding by or in the right of the Corporation), by reason
of the fact that such person is or was a director, officer, employee or agent
of the Corporation or a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit
plan of the Corporation, or serves or served at the request of the
Corporation as a director, officer, employee or agent, or as a fiduciary of
an employee benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such current or former director in any
such proceeding in advance of the final disposition of the proceeding if the
person sets forth in writing (i) the person's good faith belief that the
person is entitled to indemnification under this Article and (ii) the
person's agreement to repay all advances if it is ultimately determined that
the person is not entitled to indemnification under this Article. No
amendment to this Article that limits the Corporation's obligation to
indemnify any person shall have any effect on such obligation for any act or
omission that occurs prior to the later of the effective date of the
amendment or the date notice of the amendment is given to the person. This
Article shall not be deemed exclusive of any
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other provisions for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included in any
statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or other document or arrangement.
ARTICLE V
These Second Amended and Restated Articles of Incorporation ("Restated
Articles") shall become effective immediately upon filing. When these
Restated Articles become effective the following events shall occur in the
order presented: (i) the Agreement regarding Plan of Recapitalization among
the Corporation and the shareholders of the Corporation, dated March 23,
1998, shall become effective, (ii) each outstanding share of nonvoting Common
Stock shall be converted into 1.0 fully paid and non-assessable share of
voting Common Stock and (iii) each outstanding share of Common Stock,
including those shares of Common Stock resulting from the operation of
clauses (i) and (ii) of this sentence, shall be converted into 0.59 fully
paid and non-assessable shares of Common Stock. No fractional shares shall
be issued on conversion of the Common Stock and nonvoting Common Stock, and
the number of shares of Common Stock into which shares held by each holder of
record are converted shall be rounded up to the nearest whole share.
ARTICLE VI
If the Corporation does not close a sale of shares of its Common Stock,
registered for sale to the public pursuant to the Securities Act of 1933,
(the "Public Offering") within 15 days of the registration statement (the
"Registration Statement") under which the Public Offering is being made being
declared effective by the Securities and Exchange Commission or, if the
Registration Statement is not declared effective by the Securities and
Exchange Commission on or before April 30, 1998, then Sections II.A and II.B
of these Restated Articles shall become inoperative and of no further force
or effect without any further action on the Corporation's behalf and shall be
superseded by the following:
A. The Corporation is authorized to issue 50,000,000 shares of voting
Common Stock, 40,000,000 shares of nonvoting Common Stock and 10,000,000
shares of Preferred Stock.
B. Holders of voting Common Stock are entitled to one vote per share
on any matter submitted to the shareholders. Holders of nonvoting Common
Stock have no voting rights with respect to shares of nonvoting Common Stock
except as otherwise provided by law. On dissolution of the Corporation,
after any preferential amount with respect to the Preferred Stock has been
paid or set aside, the holders of voting Common Stock, the holders of
nonvoting Common Stock, and the holders of any series of Preferred Stock
entitled to participate in the distribution of the assets are entitled to
receive the net assets of the Corporation.
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ARTICLE VII
If Sections II.A and II.B as set forth in Article VI become effective
pursuant to the terms of Article VI, the officers of the Corporation are
authorized to cause these Restated Articles to be further restated, in
accordance with the terms of Article V and Article VI of these Restated
Articles, to delete Articles V, VI and VII and to revise Article II if
required by operation of Article VI.
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