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AMENDED AND RESTATED * UNITED STATES OF AMERICA
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ARTICLES OF INCORPORATION * STATE OF LOUISIANA
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OF * PARISH OF ORLEANS
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LAGASSE BROS., INC. *
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BE IT KNOWN, that on this 9th day of March, 1983.
BEFORE ME, Paul H. Waldman, a Notary Public, duly commissioned and
qualified, in and for the Parish of Orleans, State of Louisiana, and in the
presence of the witnesses hereinafter undersigned:
PERSONALLY CAME AND APPEARED:
Clinton W. Lagasse and Linette Lagasse, the president and secretary,
respectively, of Lagasse Bros., Inc., A Louisiana corporation domiciled in the
Parish of Orleans, State of Louisiana, who, pursuant to authorization by the
Unanimous Consent of the Shareholders and Board of Directors of the Corporation
do hereby declare that:
FIRST: The date of incorporation of the Corporation was December 9, 1958
by an act passed before Harold J. Lamy, Notary Public, in and for the Parish of
Orleans, State of Louisiana, and recorded on December 9, 1958 in the Recorder of
Mortgages Office for the Parish of Orleans in Book No.1945.
SECOND: On the 9th day of March, 1983, the Shareholders of the
Corporation, unanimously resolved to amend and restate the Articles of
Incorporation of said Corporation as in effect prior to said date by completely
deleting each and every article thereof and by adopting the Amended and Restated
Articles of Incorporation of the Corporation as set forth herein.
THIRD: The Amended and Restated Articles of Incorporation of the
Corporation are as follows:
ARTICLE I
NAME
The name of this Corporation is:
LAGASSE BROS., INC.
ARTICLE II
PURPOSE
The purpose of this Corporation is to engage in the distribution of
sanitary maintenance products and in any lawful activity for which corporations
may be formed under the Louisiana Business Corporation Law.
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ARTICLE III
AUTHORIZED CAPITAL
The Corporation has authority to issue an aggregate of ten thousand
(10,000) shares of capital stock, all of which are designated common stock
having no par value per share.
ARTICLE IV
PREEMPTIVE RIGHTS
Shareholders shall have preemptive rights. In the event any shareholder
does not exercise his preemptive right, the shares in respect of which such
rights are not exercised shall then be offered pro rata to the remaining
shareholders who shall have preemptive rights to such shares, ad infinitum,
before any such shares may be offered to outside purchasers.
ARTICLE V
DIRECTORS
5.1 The Directors of the Corporation shall have the power to make,
alter, amend or repeal the By-laws of the Corporation and to manage the affairs
of the Corporation in accordance with the provisions of law and the By-Laws of
the Corporation.
5.2 Any Director absent from a meeting of the Directors or any
Committee thereof may be represented by any other Director or shareholder, who
may cast the vote of the absent Director according to the written instructions,
general or special, of the absent Director.
5.3 Whenever the affirmative vote of the Directors is required to
authorize or constitute corporate action, the consent in writing to such action
signed only by Directors holding that portion of the total voting power on the
question that is required by law or by the By-laws of the Corporation, whichever
requirement is higher, shall be sufficient for the purpose without necessity for
a meeting of the Board of Directors, provided that such consent is submitted to
all Directors prior to the effective date of such consent.
ARTICLE VI
SHAREHOLDERS
6.1 Matters requiring shareholder action or approval shall be taken
or given only upon the affirmative vote of more than fifty percent (50%) of the
number of shares entitled to vote thereon. If shareholder action or approval is
required by law in connection with the amendment of these articles or with any
merger, consolidation, transfer of corporate assets or dissolution of, or
involving, the Corporation, such action or approval shall be taken or given only
upon the affirmative vote of more than fifty (50%) percent of the number of
shares entitled to vote thereon. In the election of directors of the
Corporation, the shareholders shall have the right of cumulative voting, that
is, each shareholder shall
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have the right to multiply the number of votes to which he is entitled by the
number of directors to be elected, and to cast all such votes for one
candidate, or to distribute them among two or more candidates.
6.2 Whenever the affirmative vote of shareholders is required to
authorize or constitute corporate action, the consent in writing to such action
signed only by shareholders holding that proportion of the total voting power on
the question that is required by these Articles of Incorporation shall be
sufficient for the purpose, without necessity for a meeting of shareholders,
provided such consent is submitted to all shareholders prior to the effective
date of such consent.
ARTICLE VII
RESTRICTION ON TRANSFERABILITY
No shareholder of the Corporation may sell or transfer any shares of the
Corporation without first offering to sell such shares to the Corporation and to
the other shareholders. Said offer must be at a price per share equal to the
lower of the price per share at which the selling shareholder has received a
written, bona fide, and currently open offer for the purchase of said shares at
the book value of said shares as determined in accordance with the accounting
practices consistently applied in the preparation of the Corporation's federal
income tax returns as of the close of the fiscal year of the Corporation prior
to such offer. Said offer must be made by delivering to the Secretary of the
Corporation, in exchange for written receipt therefor, the certificates
representing said shares endorsed in blank, and a written offer to sell said
shares to the Corporation and to the other shareholders. The Corporation shall
have the right for a period of twenty (20) days from the delivery of the offer
to purchase all or any portion of the shares offered for sale. Each other
shareholder shall have the right for a period of ten (10) days thereafter to
purchase all or any portion of the shares offered for sale and not purchased by
the Corporation, provided that each purchasing shareholder shall have the right
to purchase up to the same proportion of the shares available for purchase by
shareholders as the shares held by him bears to the shares held by all
purchasing shareholders. Additionally, each purchasing shareholder shall have
the right to purchase any remaining shares offered for sale as to which he has
acquired the purchase rights from other shareholders entitled to same. Shares
not purchased pursuant to said offer may be transferred to any person qualified
to own shares of the Corporation. Each certificate of stock of the Corporation
shall be marked with notice that its transferability is limited in accordance
with the provisions of this charter. By written agreement executed by the
holders of more than fifty percent (50%) of the stock, the provisions of this
Article VII may be superseded.
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ARTICLE VIII
INCORPORATORS
8.1 The names of the incorporators of the corporation and their
addresses at the time of incorporation were:
Clinton W. Lagasse Errol C. Lagasse Chris William Lagasse
4212 Loyola Street 4107 Elba Street 425 Ninth Street
New Orleans, Louisiana New Orleans, Louisiana New Orleans, Louisiana
THUS DONE AND PASSED, in multiple original, in my office in the Parish
of Orleans, State of Louisiana, on the day, month and year hereinabove set
forth, in the presence of the undersigned competent witnesses, who hereunto sign
their names with the said appearers and me, Notary, after a reading of the
whole.
WITNESSES:
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Clinton W. Lagasse, President
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Linette Lagasse, Secretary
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PAUL H. WALDMAN
NOTARY PUBLIC
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