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EXHIBIT 3(a)
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIFI, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
THE UNDERSIGNED, Robert A. Ward and Clifford Frazier, Jr., being
respectively the Executive Vice President and Secretary of Unifi, Inc., pursuant
to Section 807 of the Business Corporation Law of the State of New York, hereby
restate, certify, and set forth:
(1) The name of the Corporation is Unifi, Inc.. The name under which the
Corporation was formed is Automated Environmental Systems, Inc.
(2) A Certificate of Incorporation of Unifi, Inc. was filed by the
Department of State on the 18th day of January, 1969, under the name Automated
Environmental Systems, Inc. A Restated Certificate of Incorporation was filed
by the Department of State on the 6th day of November, 1990, a Certificate of
Amendment was filed by the Department of State on the 13th day of November,
1991, and a Certificate of Amendment was filed by the Department of State on the
20/th/ day of January, 1994.
(3) The text of the Certificate of Incorporation is hereby restated
without amendment or change to read as herein set forth in full:
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"FIRST: The name of the Corporation shall be Unifi, Inc.
SECOND: The purposes for which the Corporation is formed are to
texture, prepare, buy, sell, deal in, trade, import, export, and generally
deal in synthetic and natural yarns of every type and description.
To dye and finish, knit, buy, sell, acquire, import, export,
manufacture, prepare and generally deal in as dyers and finishers,
knitters, manufacturers, converters, jobbers, purchasers, or as agents in
all types and forms of knitted fabrics including, without limitation,
polyesters, acetates, nylon, cotton, wool, rayon, silk, and otherwise with
yarn and fabric of every kind and description; and to generally deal in and
with any and all things made wholly or in part of composition, imitation,
or substitutes of any raw or finished products thereof.
To create, manufacture, contract for, buy, sell, import, export,
distribute, job, and generally deal in and with, whether at wholesale or
retail, and as principal, agent, broker, factor, commission merchant,
licensor, licensee or otherwise, any and all kinds of goods, wares, and
merchandise, and, in connection therewith or independent thereof, to
construct, establish, and maintain, by any manner or means, factories,
mills, buying offices, distribution centers, specialty, and other shops,
stores, mail order establishments, concessions, leased departments, and any
and all other departments, sites, and locations necessary, convenient or
useful in the furtherance of any business of the corporation.
To export from and import into the United States of America and its
territories and possessions, and any and all foreign countries, as
principal or agent, merchandise of every kind and nature, and to purchase,
sell, and deal in and with, at wholesale and retail, merchandise of every
kind and nature for exportation from, and importation into the United
States, and to and from all countries foreign thereto, and for exportation
from, and importation into, any foreign country, to and from any other
country foreign thereto, and to purchase and sell domestic and foreign
merchandise in domestic markets, and domestic and foreign merchandise in
foreign markets and to do a general foreign and domestic exporting and
importing business.
To take, lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, clear, develop, redevelop, manage,
operate, maintain,
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control, license the use of, publicize, advertise, promote, and generally
deal in and with, whether as principal, agent, broker, or otherwise, real
and personal property of all kinds, and, without limiting the generality of
the foregoing, stores, shops, markets, supermarkets, departments, and
merchandising facilities, shopping centers, recreational centers, discount
centers, merchandising outlets of all kinds, parking areas, offices and
establishments of all kinds, and to engage in the purchase, sale, lease and
rental of equipment and fixtures for the same and for other enterprises,
for itself or on behalf of others.
To carry on a general mercantile, industrial, investing, and trading
business in all its branches; to devise, invent, manufacture, fabricate,
assemble, install, service, maintain, alter, buy, sell, import, export,
license as licensor or licensee, lease as lessor or lessee, distribute,
job, enter into, negotiate, execute, acquire, and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements,
options, franchises, and other rights in respect of, and generally deal in
and with, at wholesale or retail, as principal, and as sales, business,
special or general agent, representative, broker, factor, merchant,
distributor, jobber, advisor, or in any other lawful capacity, goods,
wares, merchandise, commodities, and unimproved, improved, finished,
processed, and other real, personal and mixed property of any kind and all
kinds, together with the components, resultants, and by-products thereof;
to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or
otherwise dispose of, erect, construct, make, alter, enlarge, improve, and
to aid or subscribe toward the construction, acquisition, or improvement of
any factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all equipment, fixtures,
machinery, implements, and supplies necessary, or incidental to, or
connected with, any of the purposes or business of the corporation; and
generally to perform any and all acts connected therewith or arising
therefrom or incidental thereto, and all acts proper or necessary for the
purpose of the business.
THIRD: The office of the Corporation is to be located in the City,
County and State of New York.
FOURTH: The aggregate number of shares of capital stock which the
Corporation shall have the authority to issue is five hundred million
shares, all of which are to consist of one class of common stock only of
the par value of $.10 each.
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FIFTH: The Secretary of State is designated as the agent of the
Corporation, upon whom process against it may be served, and the post
office address to which the Secretary of State shall mail a copy of any
process against the Corporation served upon him is:
c/o KREINDLER & RELKIN, P.C.
Attn: Donald L. Kreindler, Esquire
Empire State Building
350 Fifth Avenue, 65/th/ Floor
New York, New York 10118.
SIXTH: No holder of any shares of any class of the Corporation shall
as such holder have any pre-emptive right or be entitled as a matter of
right to subscribe for or to purchase any other shares or securities of any
class which at any time may be sold or offered for sale by the Corporation.
SEVENTH: The number of Directors shall be fixed in the By-Laws but in
no case shall be less than nine (9), but this number may be increased and
subsequently increased or decreased from time to time by the affirmative
vote of the majority of the Board, except that the number of Directors
shall not be less than nine (9). The Directors shall be divided into three
classes designated as Class 1, Class 2 and Class 3. Each class shall be as
nearly equal in number as possible and no class shall include less than
three (3) Directors. The term of office of the Directors initially
classified shall be as follows: Class 1 shall expire at the next (1992)
Annual Meeting of the Shareholders, Class 2 at the second succeeding (1993)
Annual Meeting of the Shareholders and Class 3 shall expire at the third
succeeding (1994) Annual Meeting of the Shareholders. At each Annual
Meeting after such initial Classification, Directors to replace those whose
terms expire at such Annual Meeting shall be elected to hold office until
the third succeeding Annual Meeting of the Shareholders. A Director shall
hold office until the Annual Meeting of the year in which his term expires
and until his successor shall be elected and qualified, subject to prior
death, resignation, retirement, or removal from office.
If the number of Directors is changed pursuant to the By-Laws of the
Corporation after the effective date of this ARTICLE SEVENTH, any newly
created Directorships or any decrease in Directorships shall be apportioned
among the classes so as to make all classes as nearly equal in number as
possible. Newly created Directorships resulting from an increase in the
number of Directors and vacancies caused by
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death, resignation, retirement, or removal from office, may be filled by
the majority of the Directors present at the meeting, if a quorum is
present. If the number of Directors then in office is less than a quorum,
such newly created Directorships and vacancies may be filled by the
affirmative vote of a majority of the Directors in office. When the number
of Directors is increased by the Board, and the newly created Directorships
are filled by the Board, there shall be no classification of the additional
Directors until the next Annual Meeting of the Shareholders. Any Director
elected by the Board to fill a vacancy shall serve until the next meeting
of the Shareholders, at which the election of the Directors is in the
regular order of business, and until his successor is elected and
qualified. In no case will a decrease in the number of Directors shorten
the term of an incumbent Director.
EIGHTH: A Director of the Corporation shall not be liable to the
Corporation or its Shareholders for monetary damages for breach of duty as
a Director, except to the extent such exemption from liability or
limitation thereof is not permitted under the New York Business Corporation
Law as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph by the
Shareholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification."
(4) The restatement of the Certificate of Incorporation was authorized by
resolution duly adopted by the Board of Directors of the Corporation at its
Regular Meeting on July 21, 1994.
IN WITNESS WHEREOF, this Certificate has been subscribed this the 7/th/ day
of September, 1994, by the undersigned, who affirmed that the statements made
herein are true under penalties of perjury.
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/s/ ROBERT A. WARD
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Robert A. Ward
Executive Vice President of
Finance and Administration
/s/ CLIFFORD FRAZIER, JR.
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Clifford Frazier, Jr.
Secretary
