AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
99 CENTS ONLY STORES
David Gold and Sherry Gold certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of 99 CENTS ONLY STORES, a California corporation (the
"Corporation").
2. The Articles of Incorporation of this Corporation, as amended
to the date of the filing of this certificate, are amended and restated to
read in full as follows:
I
The name of this Corporation is:
99 CENTS ONLY STORES
II
The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business, or the practice of a profession permitted to be
incorporated by the California Corporations Code.
III
This Corporation is authorized to issue two classes of shares,
designated "Common Stock," and "Preferred Stock." The total number of shares
which this Corporation is authorized to issue is 41,000,000. The number of
shares of Preferred Stock which this Corporation is authorized to issue is
1,000,000. The number of shares of Common Stock which this Corporation is
authorized to issue is 40,000,000. Upon the filing of these Amended and
Restated Articles of Incorporation, each outstanding share of Common Stock
shall, without any further action on the part of the Corporation, be split up
and converted into 80,324.17 fully paid and validly issued shares of Common
Stock.
The Preferred Stock authorized by these Articles of Incorporation shall
be issued in one or more series. The Board of Directors of this Corporation
is authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock, and within the limitations or restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not
below the number of shares of any such
series then outstanding) the number of shares of any such series subsequent
to the issue of shares of that series, to determine the designation and par
value of any series and to fix the number of shares of any series.
IV
(a) The liability of the directors of this Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
(b) This Corporation is authorized to provide, whether by bylaw,
agreement or otherwise, for the indemnification of agents (as defined in
Section 317 of the General Corporation Law of California (the "GCL")) of this
Corporation in excess of that expressly permitted for those agents by Section
317 of the GCL, for breach of duty to this Corporation and its shareholders
to the extent permissible under California law (as now or hereafter in
effect). In furtherance and not in limitation of the powers conferred by
statute:
(i) this Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of this
Corporation, or is serving at the request of this Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (each an
"Indemnified Party"), against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not this Corporation would have the power to
indemnify against such liability under the provisions of law; and
(ii) this Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification, to the fullest extent authorized or
permitted by law and including as part thereof provisions with respect to any
or all of the foregoing to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.
No such agreement or other form of indemnification shall be interpreted
as limiting in any manner the rights which such agents would have to
indemnification in the absence of such bylaw, agreement or other form of
indemnification.
(c) Any repeal or modification of the foregoing provisions of this
Article IV by the shareholders of this Corporation shall not adversely affect
any right or protection of a current or former Indemnified party existing at
the time of such repeal or modification.
2
V
The right of the shareholders of the Corporation to take action by
written consent is hereby expressly eliminated.
VI
Cumulative voting for the election of directors of the Corporation shall
be eliminated effective upon the date when the Corporation becomes, and for
as long as the Corporation is, a "listed corporation" within the meaning of
Section 301.5 of the GCL.
3. The foregoing Amended and Restated Articles of Incorporation have
been duly approved by the Board of Directors of the Corporation.
4. The foregoing Amended and Restated Articles of Incorporation have
been duly approved by the required vote of shareholders in accordance with
Section 902 of the General Corporation Law of the State of California. The
Corporation only has one class of shares, and the total number of outstanding
shares of the Corporation is 100 shares of Common Stock. The number of
shares voting in favor of the amendment equaled or exceed the vote required.
The percentage vote required was more than 50% of the Common Stock.
The undersigned declares under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true
and correct of her own knowledge.
Date: March 29, 1996
/s/ David Gold
--------------------------------
David Gold, President
/s/ Sherry Gold
--------------------------------
Sherry Gold, Secretary
3
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
99 CENTS ONLY STORES
David Gold and Sherry Gold certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of 99 CENTS ONLY STORES, a California corporation
(the "Corporation").
2. Article III of the Articles of Incorporation of the
Corporation is amended to read in full as follows:
"This Corporation is authorized to issue two classes of shares,
designated "Common Stock," and "Preferred Stock." The total number of
shares which this Corporation is authorized to issue is 41,000,000. The
number of shares of Preferred Stock which this Corporation is authorized
to issue is 1,000,000. The number of shares of Common Stock which this
Corporation is authorized to issue is 40,000,000. Upon the filing of
this Certificate of Amendment of Articles of Incorporation, each
outstanding share of Common Stock shall, without any further action on
the part of the Corporation, be split up and converted into
1.23613290993 fully paid and validly issued shares of Common Stock.
The Preferred Stock authorized by this Amendment of Articles of
Incorporation shall be issued in one or more series. The Board of
Directors of the Corporation is authorized to determine or alter the
rights, preferences, privileges and restrictions granted or imposed upon
any wholly unissued series of Preferred Stock, and within the
limitations or restrictions stated in any resolution or resolutions of
the Board of Directors originally fixing the number of shares
constituting any series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that
series, to determine the designation and par value of any series and to
fix the number of shares of any series."
3. The foregoing amendments to the Articles of Incorporation of
the Corporation have been duly approved by the Board of Directors of the
Corporation.
4. The foregoing amendments to the Articles of Incorporation of
the Corporation have been duly approved by the required vote of shareholders
in accordance with Section 902 of the General Corporation Law of the State of
California. The Corporation only has one class of shares, and the total
number of outstanding shares of the Corporation is 8,032,417 shares of Common
Stock. The number of shares voting in favor of the amendment equaled or
exceed the vote required. The percentage vote required was more than 50% of
the Common Stock.
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true
and correct of our own knowledge.
Date: May 9, 1996
/s/ David Gold
-----------------------------------
David Gold, President
/s/ Sherry Gold
----------------------------------
Sherry Gold, Secretary
2
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
99 CENTS ONLY STORES
David Gold and Sherry Gold certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of 99 CENTS ONLY STORES, a California corporation (the
"Corporation").
2. Article VII is hereby added to the Amended and Restated
Articles of Incorporation to read in full as follows:
"Amendment to Articles III, V and VI of the Amended and Restated
Articles of Incorporation of this Corporation shall require the vote of
66-2/3% of the issued and outstanding shares of stock voting as a
whole."
3. The foregoing amendment to the Amended and Restated Articles
of Incorporation of the Corporation has been duly approved by the Board of
Directors of the Corporation.
4. The foregoing amendment to the Amended and Restated Articles
of Incorporation of the Corporation has been duly approved by the required
vote of shareholders in accordance with Section 902 of the General
Corporation Law of the State of California. The Corporation only has one
class of shares, and the total number of outstanding shares of the
Corporation is 9,929,135 shares of Common Stock. The number of shares voting
in favor of the amendment equaled or exceed the vote required. The
percentage vote required was more than 50% of the Common Stock.
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate are true
and correct of our own knowledge.
Date: May 28, 1996
/s/ David Gold
------------------------------
David Gold, President
/s/ Sherry Gold
------------------------------
Sherry Gold, Secretary