RESTATED ARTICLES OF INCORPORATION OF
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
1.
NAME
The name of the corporation is: The Profit Recovery Group International, Inc.
2.
CAPITALIZATION
The total number of shares of capital stock of all classes
that the corporation shall have the authority to issue is Two Hundred
and One Million (201,000,000) shares, of which Two Hundred Million
(200,000,000) shares, no par value per share, shall be designated
"Common Stock" and One Million (1,000,000) shares, no par value per
share, shall be designated "Preferred Stock."
The preferences, limitations and relative rights of the
shares of each class of stock of the corporation are as follows:
A. PREFERRED STOCK
1. General. The Preferred Stock may be issued from time to
time in one or more classes or series, the shares of each class or
series to have such designations, powers, preferences, rights,
qualifications, limitations and restrictions thereon as are stated and
expressed herein and in the resolution or resolutions providing for
the issuance of such class or series adopted by the Board of Directors
as hereinafter prescribed. Articles of Amendment shall be filed with
respect to issuance of such Preferred Stock pursuant to the provisions
of Section 14-2-602 of the Georgia Business Corporation Code (as
amended from time to time, the "Code"). Each series of a class must be
given a distinguishing designation and all shares of a series must
have preferences, limitations, and relative rights identical with
those of other shares of the same series and, except to the extent
otherwise provided in the description of the series, with those of
other series of the same class; provided, however, that any of the
voting powers, preferences, designations, rights, qualifications,
limitations, or restrictions of or on the class or series of shares,
or the holders thereof, may be made dependent upon facts ascertainable
outside these Articles of Incorporation, as amended from time to time,
if the manner in which the facts shall operate upon the voting powers,
designations, preferences, rights, qualifications, limitations, or
restrictions of or on the shares, or the holders thereof, is clearly
and expressly set forth in these Articles of Incorporation, as amended
from time to time.
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2. Preferences, Limitations and Relative Rights. Authority
is hereby expressly granted to and vested in the Board of Directors to
authorize the issuance of the Preferred Stock from time to time in one
or more classes or series, to determine and take necessary proceedings
to fully effect the issuance and redemption of any such Preferred
Stock, and, with respect to each class or series of the Preferred
Stock, to fix and state the following by resolution or resolutions
from time to time adopted providing for the issuance thereof:
(a) whether or not the class or series is to have voting rights, full
or limited, or is to be without voting rights;
(b) the number of shares which shall constitute the class or series
and the designations thereof;
(c) the preferences and relative participating, optional or other
special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or
series;
(d) whether or not the shares of any class or series shall be
redeemable and, if redeemable, the redemption price or prices,
and the time or times at which, and the terms and conditions upon
which, such shares shall be redeemable and the manner of
redemption;
(e) whether or not the shares of a class or series shall be subject
to the operation of retirement or sinking funds to be applied to
the purchase or redemption of such shares for retirement, and if
such retirement or sinking fund or funds be established, the
annual amount thereof and the terms and provisions relative to
the operation thereof;
(f) whether or not dividends are payable on any class or classes or
series of stock, and if dividends are so payable, the dividend
rate, whether dividends are payable in cash, stock of the
corporation, or other property, the conditions upon which and the
times when such dividends are payable, the preference to, or the
relation to the payment of, the dividends payable on any other
class or classes or series of stock, whether or not such dividend
shall be cumulative or noncumulative, and if cumulative, the date
or dates from which such dividends shall accumulate;
(g) the preferences, if any, and the amounts thereof that the holders
of any class or series thereof shall be entitled to receive upon
the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the corporation;
(h) whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other
class or classes or of any other series of the same or any other
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class or classes of the corporation and the conversion price or
prices or ratio or ratios or the rate or rates at which such
conversion or exchange may be made, with such adjustments, if
any, as shall be stated and expressed or provided for in such
resolution or resolutions; and
(i) such other rights and provisions with respect to any class or
series as the Board of Directors may deem advisable.
The shares of each class or series of the Preferred Stock
may vary from the shares of any other class or series thereof in any
or all of the foregoing respects. The Board of Directors may increase
the number of shares of Preferred Stock designated for any existing
class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board of Directors may decrease,
but not below the number of shares then issued, the number of shares
of the Preferred Stock designated for any existing class or series by
a resolution, subtracting from such class or series unissued shares of
the Preferred Stock designated for such class or series, and the
shares so subtracted shall become authorized, unissued and
undesignated shares of the Preferred Stock.
3. Participating Preferred Stock.
i. The distinctive serial designation of this series shall be
"Participating Preferred Stock" (hereinafter called "this
Series"). Each share of this Series shall be identical in all
respects with the other shares of this Series except as to the
dates from and after which dividends thereon shall be cumulative.
ii. The number of shares in this Series shall initially be 500,000
which number may from time to time be increased or decreased (but
not below the number then outstanding) by the Board of Directors.
Shares of this Series purchased by the Corporation shall be
canceled and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series. Shares of this Series
may be issued in fractional shares, which fractional shares shall
entitle the holder, in proportion to such holder's fractional
share, to all rights of a holder of a whole share of this Series.
iii. The holders of full or fractional shares of this Series shall be
entitled to receive, when and as declared by the Board of
Directors, but only out of funds legally available therefor,
dividends, on each date that dividends or other distributions
(other than dividends or distributions payable in Common Stock of
the Corporation) are payable on or in respect of Common Stock
comprising part of the Reference Package (as defined below), in
an amount per whole share of this Series equal to the aggregate
amount of dividends or other distributions (other than dividends
or distributions payable in Common Stock of the Corporation) that
would be payable on such date to a holder of the Reference
Package. Each such dividend shall be paid to the holders of
record of shares of this Series on the date, not exceeding
seventy days preceding such dividend or distribution payment
date, fixed for the purpose by the Board of Directors in advance
of payment of each particular dividend or distribution. Dividends
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on each full and each fractional share of this Series shall be
cumulative from the date such full or fractional share is
originally issued provided that any such full or fractional share
originally issued after a dividend record date and on or prior to
the dividend payment date to which such record date relates shall
not be entitled to receive the dividend payable on such dividend
payment date or any amount in respect of the period from such
original issuance to such dividend payment date.
The term "Reference Package" shall initially mean 100 shares of
common stock, $.001 par value per share ("Common Stock"), of the
Corporation. In the event the Corporation shall at any time after
the close of business on August 14, 2000 (A) declare or pay a
dividend on any Common Stock payable in Common Stock, (B)
subdivide any Common Stock, or (C) combine any Common Stock into
a smaller number of shares, then and in each such case the
Reference Package after such event shall be the Common Stock that
a holder of the Reference Package immediately prior to such event
would hold thereafter as a result thereof.
Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess
of full cumulative dividends, as herein provided on this Series.
So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock
ranking junior to this Series as to dividends and upon
liquidation) shall be declared or paid or set aside for payment
or other distribution declared or made upon the Common Stock or
upon any other stock ranking junior to this Series as to
dividends or upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to or on a parity
with this Series as to dividends or upon liquidation be redeemed,
purchased or otherwise acquired for any consideration (or any
monies to be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the
Corporation ranking junior to this Series as to dividends and
upon liquidation), unless, in each case, the full cumulative
dividends (including the dividend to be due upon payment of such
dividend, distribution, redemption, purchase or other
acquisition), if any, on all outstanding shares of this Series
shall have been, or shall contemporaneously be, paid.
iv. In the event of any merger, consolidation, reclassification or
other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of
this Series shall at the same time be similarly exchanged or
changed in an amount per whole share equal to the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, that a holder of the
Reference Package would be entitled to receive as a result of
such transaction.
v. In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the
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holders of full and fractional shares of this Series shall be
entitled, before any distribution or payment is made on any date
to the holders of the Common Stock or any other stock of the
Corporation ranking junior to this Series upon liquidation, to be
paid in full an amount per whole share of this Series equal to
the aggregate amount distributed prior to such date or to be
distributed in connection with such liquidation, dissolution or
winding up to a holder of the Reference Package (such amount
being hereinafter referred to as the "Liquidation Preference"),
together with accrued dividends to such distribution or payment
date, whether or not earned or declared. If such payment shall
have been made in full to all holders of shares of this Series,
the holders of shares of this Series as such shall have no right
or claim to any of the remaining assets of the Corporation.
In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, shall be insufficient to pay in
full all amounts to which such holders are entitled pursuant to
the first paragraph of this Section (v), no such distribution
shall be made on account of any shares of any other class or
series of Preferred Stock ranking on a parity with the shares of
this Series upon such liquidation, dissolution or winding up
unless proportionate distributive amounts shall be paid on
account of the shares of this Series, ratably in proportion to
the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such liquidation,
dissolution or winding up.
Upon the liquidation, dissolution or winding up of the
Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of assets of the
Corporation available for distribution to its shareholders all
amounts to which such holders are entitled pursuant to the first
paragraph of this Section (v) before any payment shall be made to
the holders of Common Stock or any other stock of the Corporation
ranking junior upon liquidation to this Series.
For purposes of this Section (v), the consolidation or merger of,
or binding share exchange by, the Corporation with any other
corporation shall not be deemed to constitute a liquidation,
dissolution or winding up of the Corporation.
vi. The shares of this Series shall not be redeemable without the
consent of the holder of such shares.
vii. In addition to any other vote or consent of shareholders required
by law or by the Articles of Incorporation, as amended, of the
Corporation, each whole share of this Series shall, on any
matter, vote as a class with any other capital stock comprising
part of the Reference Package and voting on such matter and shall
have the number of votes thereon that a holder of the Reference
Package would have.
viii.The shares of this Series shall rank junior to all other series
of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
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B. COMMON STOCK
1. Voting Rights.
(a) Except as otherwise required by law or as may be provided by
the resolutions of the Board of Directors authorizing the
issuance of any class or series of Preferred Stock, as
provided in Section A of this Article 2, all rights to vote
and all voting power shall be vested exclusively in the
holders of the Common Stock.
(b) The holders of the Common Stock shall be entitled to one
vote per share on all matters submitted to a vote of
shareholders of the Corporation ( the "Shareholders"),
including, without limitation, the election of directors.
2. Dividends. Except as otherwise provided by law or as may
be provided by the resolutions of the Board of Directors authorizing
the issuance of any class or series of Preferred Stock, as provided in
Section A of this Article 2, the holders of the Common Stock shall be
entitled to receive, on a pro-rata basis, when, as and if provided by
the Board of Directors, out of funds legally available therefor,
dividends payable in cash, stock or otherwise.
3. Liquidating Distributions. Upon any liquidation,
dissolution or winding-up of the corporation, whether voluntary or
involuntary, and after payment or provision for payment of the debts
and other liabilities of the corporation, and except as may be
provided by the resolutions of the Board of Directors authorizing the
issuance of any class or series of Preferred Stock, as provided in
Section A of this Article 2, the remaining assets of the corporation
shall be distributed pro-rata to the holders of the Common Stock.
3.
BOARD OF DIRECTORS
(a) The Board of Directors shall be divided into three (3)
classes with each such class to be as nearly equal in number
as possible. At the annual meeting of Shareholders in 1996
the directors of Class I shall be elected to hold office for
a term expiring at the next succeeding annual meeting;
directors of Class II shall be elected to hold office for a
term expiring at the second succeeding annual meeting; and
directors of Class III shall be elected to hold office for a
term expiring at the third succeeding annual meeting.
(b) Subject to the foregoing, at each annual meeting of
Shareholders beginning with the annual meeting to be held in
1997, the successors to the class of directors whose term
shall then expire shall be elected to hold office for a term
expiring at the third succeeding annual meeting. Each
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director shall hold office for the term for which he or she
is elected or appointed or until his or her successor shall
be elected and qualified, or until his or her death, removal
from office or resignation.
(c) Should the number of directors be changed, any newly created
directorships or any decrease in directorships shall be so
apportioned among the classes as to make Classes I, II, and
III as nearly equal in number as possible.
(d) No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent
director.
4.
SPECIAL MEETINGS OF SHAREHOLDERS
Special meetings of the Shareholders may be called only by:
(a) the Chairman of the Board;
(b) the President;
(c) a majority of the members of the Board of Directors then in
office; or
(d) the holders of at least thirty five percent (35%) of all the
votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting if said holders
deliver to the Secretary of the corporation one (1) or more
signed and dated written demands for the meeting, describing
therein the purpose or purposes for which the special
meeting is to be held; provided, however, that at such time
and so long as there are one hundred (100) or fewer
Shareholders of record, the corporation shall hold such
special meeting upon the demand of at least twenty five
percent (25%) of said holders. The record date for
determining Shareholders entitled to demand a special
meeting shall be determined in the manner provided in the
Bylaws.
Only the business within the purpose or purposes
described in the meeting notice required by subsection (c)
of Code Section 14-2-705 may be conducted at a special
meeting of the Shareholders.
5.
INDEMNIFICATION
The corporation may indemnify or obligate itself to
indemnify, pursuant to an indemnification agreement or otherwise, a
director made a party to a proceeding, including a proceeding brought
by or in the right of the corporation, to the maximum extent permitted
by Section 14-2-856 of the Code, without regard to the limitations
contained in other sections of Part 5 of Article 8 of the Code.
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6.
ELIMINATION OF MONETARY LIABILITY
No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
his or her duty of care or other duty as a director; provided, that
this provision shall eliminate or limit the liability of a director
only to the extent permitted by the Code or by any successor law or
laws.
