EXHIBIT 4.6
ARTICLES FOURTH, FIFTH, SEVENTH, EIGHTH AND TENTH
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF INTERIM SERVICES INC.
FOURTH: The aggregate number of shares of all classes of stock that the
Corporation shall have authority to issue is 102,500,000 divided into two
classes as follows:
(i) 100,000,000 shares of a class designated Common Stock, with a par
value of $0.01 per share; and
(ii) 2,500,000 shares of a class designated Preferred Stock, with a
par value of $.01 per share.
The voting powers, designations, preferences, qualifications, limitations,
restrictions and special or relative rights in respect of each class of stock
are or shall be fixed as follows:
(1) PREFERRED STOCK. The Board of Directors is expressly authorized
to issue the Preferred Stock from time to time, in one or more series, provided
that the aggregate number of shares issued and outstanding at any time of all
such series shall not exceed 2,500,000. The Board of Directors is further
authorized to fix or alter by resolution or resolutions, in respect of each such
series, the following terms and provisions of any authorized and unissued shares
of such stock:
(a) The distinctive serial designation;
(b) The number of shares of the series, which number may at any time
or from time to time be increased or decreased (but not below the
number of shares of such series then outstanding) by the Board of
Directors;
(c) The voting powers and, if voting powers are granted, the extent
of such voting powers including the right, if any, to elect a
director or directors;
(d) The election, term of office, filling of vacancies and other
terms of the directorships of directors elected by the holders of
any one or more classes or series of such stock;
(e) The dividend rights, including the dividend rate and the dates on
which any dividends shall be payable;
(f) The date from which dividends on shares issued prior to the date
for payment of the first dividend thereon shall be cumulative, if
any;
(g) The redemption price, terms of redemption, and the amount of and
provisions regarding any sinking fund for the purchase or
redemption thereof;
(h) The liquidation preference and the amounts payable on dissolution
or liquidation;
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(i) The terms and conditions, if any, under which shares of the
series may be converted; and
(j) Any other terms or provisions that the Board of Directors is by
law authorized to fix or alter.
(2) COMMON STOCK. The holders of shares of Common Stock shall be
entitled (i) to vote on all matters at all meetings of the shareholders of the
Corporation on the basis of one vote for each share of Common Stock held of
record; (ii) subject to any preferential dividend rights applicable to the
Preferred Stock, to receive such dividends as may be declared by the Board of
Directors; and (iii) in the event of the voluntary, or involuntary, liquidation
or winding up of the Corporation, after distribution in full of any preferential
amounts to be distributed to holders of shares of Preferred Stock, to receive
all of the remaining assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the aggregate number of their shares of
Common Stock and Preferred Stock (if the holders of such Preferred Stock are
entitled to share in such distribution).
(3) PROVISIONS APPLICABLE TO COMMON AND PREFERRED STOCK. No holder
of shares of any class of stock of the Corporation shall be entitled, as a
matter of right, to purchase or subscribe for any shares of any class of stock
of the Corporation, whether now or hereafter authorized. The Board of Directors
shall have authority to fix the issue price of any and all shares of any class
of stock of the Corporation.
FIFTH: (A) NUMBER OF DIRECTORS. The number of directors to constitute
the Board of Directors shall be such number as fixed by a resolution adopted by
the affirmative vote of a majority vote of the whole Board of Directors, but to
be nine until otherwise determined.
(B) CLASSIFICATION OF DIRECTORS. Pursuant to an action taken by the
shareholders of the Corporation either at a special meeting of the
shareholders of the Corporation in 1993 or pursuant to a consent in lieu thereof
of the shareholders of the Corporation in accordance with Section 228 of the
GCL, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. Membership in such classes shall be as nearly
equal as possible and any increase or decrease in the number of directors shall
be apportioned by the Board of Directors among the classes to maintain the
number of directors as nearly equal as possible. The initial Class directors
shall hold office until the annual meeting of shareholders of the Corporation in
1994, the initial Class II directors shall hold office until the annual meeting
of shareholders of the Corporation in 1995 and the initial Class III directors
shall hold office until the annual meeting of shareholders of the Corporation in
1996 or, in each case, until their successors are elected and qualified and
subject to prior death, resignation, retirement or removal from office.
Beginning in 1994, at each annual meeting of shareholders, the directors elected
to succeed those whose terms then expire shall belong to the same class as the
directors they succeed and shall hold office until the third succeeding annual
meeting of shareholders or until their successors are elected and qualified and
subject to the prior death, resignation, retirement or removal from office of a
director. No decrease in the number of directors constituting the Board of
Directors shall reduce the term of any incumbent director.
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Whenever the holders of any one or more classes or series of Preferred
Stock of the Corporation shall have the right to elect directors, the election,
term of office, filling of vacancies and other terms of such directorships shall
be governed by the provisions of this Certificate of Incorporation applicable to
such Preferred Stock and such directors shall not be divided into classes
pursuant to this Article Fifth unless expressly provided or determined as
provided elsewhere in this Certificate of Incorporation.
(C) VACANCIES. Newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board of Directors
resulting from any cause shall be filled by a majority of the Board of Directors
then in office, although less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as his or her
predecessor.
(D) REMOVAL OF DIRECTORS. The entire Board of Directors of the
corporation may be removed at any time but only by the affirmative vote of the
holder of two-thirds or more of the outstanding shares of each class of stock of
the corporation entitled to elect one or more directors at a meeting of the
shareholders called for such purpose.
(E) BYLAWS. The Board of Directors shall have the power to make,
alter, amend, change, add to or repeal the Bylaws of the corporation.
SEVENTH: In the event any class of stock of the Corporation is registered
pursuant to the Securities Exchange Act of 1934, as amended, for so long as such
class of stock of the Corporation is so registered, any action that may be taken
at any annual or special meeting of the shareholders of the Corporation shall be
taken only at an annual or special meeting of the shareholders of the
Corporation and no such action shall be taken without such a meeting, regardless
of any provision of the GCL that permits shareholders to take such an action by
written consent in lieu of an annual or special meeting of shareholders.
EIGHTH: Special meetings of the shareholders for any lawful purpose or
purposes may be called at any time only by a majority of the Board of Directors,
by the Chairman of the Board or by the President. Each call for a special
meeting of the shareholders shall state the time, the day, the place and the
purpose or purposes of such meeting and shall be in writing, signed by the
persons making the same and delivered to the secretary. No business shall be
conducted at any special meeting of the shareholders other than the business
stated in the call for such meeting. The shareholders of the Corporation shall
not be entitled, as a matter of right, to require the Board of Directors to call
a special meeting of the shareholders or to bring any business before a special
meeting of the shareholders.
TENTH: The affirmative vote of the holders of not less then 2/3 of the
outstanding shares of stock of the Corporation entitled to vote generally in the
election of directors shall be required to amend, modify, alter or repeal
Articles Fifth, Eighth and Tenth of this Restated Certificate of Incorporation
or any provision of the Corporation's Bylaws.
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