RESTATED
ARTICLES OF INCORPORATION
OF
TMI HOLDINGS, INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the State
of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings,
Inc. (the "Corporation"), a corporation organized and existing under and by
virtue of the Business Corporation Act of the State of Florida bearing Document
#S68597 does hereby certify:
Pursuant to Written Consent of the Board of Directors of said Corporation
dated May 2, 2003, and approved by the shareholders at the annual meeting held
on June 10, 2003, it was voted that the Corporation would amend and restate its
articles of incorporation as follows:
ARTICLE I
The name of this corporation is:
TMI HOLDINGS, INC.
ARTICLE II
Offices for the transaction of any business of the Corporation, and where
meetings of the Board of Directors and of Stockholders may be held, may be
established and maintained in any part of the State of Florida, or in any other
state, territory, or possession of the United States.
ARTICLE III
The nature of the business is to engage in any lawful activity.
ARTICLE IV
This Corporation is authorized to issue two classes of shares of stock
to be designated as "Common Stock" and "Preferred Stock". The total number of
shares of Common Stock which this Corporation is authorized to issue is Thirty
Million (30,000,000) shares, par value $0.01. The total number of shares of
Preferred Stock which this Corporation is authorized to issue is One Million
Five Hundred Thousand (1,500,000) shares, par value $0.01.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Florida. The Board of Directors
is also expressly authorized to increase or decrease (but not below the number
of shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
ARTICLE V
The members of the governing board of the corporation shall be styled
directors, of which there shall be no less than one (1) or more than ten (10).
The Directors of this corporation need not be stockholders.
ARTICLE VI
This corporation shall have perpetual existence.
ARTICLE VII
This Corporation shall have a president, secretary, treasurer and a
resident agent, to be chosen by the Board of Directors. Any person may hold two
or more offices.
ARTICLE VIII
The Capital Stock of the corporation, after the fixed consideration thereof
has been paid or performed, shall not be subject to assessment, and the
individual liable for the debts and liabilities of the Corporation, and the
Articles of Incorporation shall never be amended as the aforesaid provisions.
ARTICLE IX
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its Bylaws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this Corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this Corporation's expense, policies of
insurance.
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The number of shares of the corporation outstanding and entitled to vote on
this Restated Articles of Incorporation is 1,439,675 shares of common stock;
that the said change(s) and the Restated Articles of Incorporation have been
consented to and approved by a majority of all the Stockholders of each class of
stock outstanding and entitled to vote thereon. The changes set forth herein
shall be effective upon the filing of these Restated Articles of Incorporation.
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Scott Siegel, Chief Executive Officer
Dated: June 17, 2003