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EXHIBIT 3.1
ARTICLES OF RESTATEMENT
OF
TEKGRAF, INC.
Pursuant to the provisions of the Georgia Business Corporation Code,
the corporation hereinafter named (the "Corporation") does hereby adopt the
following Articles of Restatement.
1. The name of the Corporation is TEKGRAF, INC.
2. The text of the Restated Articles of Incorporation as hereby
amended is annexed hereto as EXHIBIT A and made a part hereof.
3. The restatement herein provided for contains amendments to Article
Second which required shareholder approval.
4. The restatement herein provided for contains amendments adopted by
the Board of Directors without shareholder action pursuant to Section
14-2-1002 of the Georgia Business Corporation Code. Shareholder action was
not required for these amendments.
5. Upon the filing of these amendments, each issued share of Class B
Common Stock will automatically be converted into one share of Class A Common
Stock, and each certificate previously representing Class B Common Stock will
automatically thereafter be deemed to represent the same number of shares of
Class A Common Stock. The holders of Class B Common Stock either may retain
their certificates for Class B Common Stock because those certificates will
represent Class A Common Stock, or may surrender such certificates to the
transfer agent in exchange for new certificates representing Class A Common
Stock upon receipt of a letter of transmittal from the Corporation's transfer
agent.
6. The amendments and the restatement herein provided for were duly
adopted by the Board of Directors and the shareholders of the Corporation on
January 21, 2000 in accordance with the provisions of Sections 14-2-1002,
14-2-1003 and 14-2-1007 of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, the undersigned has executed the Articles of
Restatement on behalf of the Corporation this 21st day of January, 2000.
/s/William M. Rychel
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William M. Rychel,
Interim Chief Executive Officer
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EXHIBIT A
RESTATED ARTICLES OF INCORPORATION
OF
TEKGRAF, INC.
FIRST: The name of the corporation is Tekgraf, Inc. (the
"Corporation").
SECOND. The total number of shares of capital stock which the
Corporation shall have authority to issue is Forty Million (40,000,000)
shares, consisting of (i) Thirty-Five Million (35,000,000) shares of Class A
Common Stock, $.001 par value per share (the "Class A Common Stock") and (ii)
Five Million (5,000,000) shares of Preferred Stock, $.001 par value per share
(the "Preferred Stock").
The designations and powers, preferences and rights, and the
qualifications, limitations on restrictions thereof, of the capital stock
shall be as follows:
A. Class A Common Stock
(1) Voting Rights.
(a) At each meeting of shareholders of the Corporation and upon
each proposal presented at such meeting, every holder of Class A Common Stock
shall be entitled to one vote in person or by proxy for each share of Class A
Common Stock standing in his or her name on the stock transfer records of the
Corporation.
(b) The number of authorized shares of Class A Common Stock may
be increased or decreased (but not below the number of shares of such class
then outstanding) by the affirmative vote of the holders of a majority of the
Class A Common Stock of the Corporation entitled to vote.
(c) Except as may be otherwise required by law or stated in any
Preferred Stock Designation (as defined in Section (B) of this ARTICLE
SECOND), the holders of Class A Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes, each holder
of the Class A Common Stock being entitled to vote as provided in this
Paragraph (1).
(2) Dividends and Distributions. Subject to the rights of the holders
of Preferred Stock, and subject to any other provisions of these Articles of
Incorporation, as they may be amended from time to time, holders of Class A
Common Stock shall be entitled to receive such dividends and other
distributions in cash, in property or in shares of the Corporation as may be
declared thereon by the Board of Directors from time to time out of assets or
funds of the Corporation
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legally available therefor. A dividend in shares of Class A Common Stock may
be paid to the holders of shares of any other class of the Corporation.
(3) Common Stock Subject to Priorities of Preferred Stock. The Class A
Common Stock are subject to all the powers, rights, privileges, preferences
and priorities of the Preferred Stock as may be stated in these Articles of
Incorporation and in any Preferred Stock Designation.
(4) Liquidation Rights. Upon liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, and after the holders, if
any, of the Preferred Stock of each series shall have been paid in full the
amounts to which they respectively shall be entitled, or a sum sufficient for
such payment in full shall have been set aside, the remaining net assets of
the Corporation shall be distributed pro rata on a share for share basis to
the holders of the Class A Common Stock, subject to any Preferred Stock
Designation.
B. Preferred Stock
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation is hereby expressly
authorized to provide, by resolution or resolutions duly adopted by it prior
to issuance, for the creation of each such series and to fix the designation
and the powers, preferences, rights, qualifications, limitations and
restrictions relating to the shares of each such series (the "Preferred Stock
Designation"). The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determining
the following:
(1) the designation of such series, the number of shares to constitute
such series and the stated value if different from the par value thereof;
(2) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
(3) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, and the preference or
relation which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of Preferred Stock;
(4) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of
such redemption;
(5) the amount or amounts payable upon shares of such series upon, and
the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the
assets, of the Corporation;
(6) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and the
manner in which any such retirement or sinking
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fund shall be applied to the purchase or redemption of the shares of such
series for retirement or other corporate purposes and the terms and
provisions relating to the operation thereof;
(7) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
Preferred Stock or any other securities and, if so, the price or prices or
the rate or rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of conversion or
exchange;
(8) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock or shares of stock
of any other class or any other series of Preferred Stock;
(9) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of
Preferred Stock or of any other class; and
(10) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions, thereof.
The powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualification, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.
THIRD: The mailing address of the principal office of the corporation
is 645 Hembree Parkway, Suite J, Roswell, Georgia 30076.
FOURTH: The corporation shall have no fewer than three directors, with
the actual number to be set in accordance with the Bylaws of the corporation.
FIFTH: A director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of duty
of care or other duty as a director, except for liability (1) for any
appropriation, in violation of the director's duties, of any business
opportunity of the corporation, (2) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (3) set forth in
section 14-2-832 (or any successor provision or redesignation thereunder) of
the Georgia Business Corporation Code, or (4) for any transaction from which
the director derived an improper personal benefit.
If at any time the Georgia Business Corporation Code shall have been
amended to authorize elimination or limitation of the liability of a
director, then the liability of each director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Georgia Business
Corporation Code, as so amended, without further action by the shareholders,
unless the provisions
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of the Georgia Business Corporation Code, as amended, require further action
by the shareholders. Any repeal or modification of the foregoing provisions
of this Article VII shall not adversely affect the elimination or limitation
of liability or alleged liability pursuant hereto of any director of the
corporation for or with respect to any alleged act or omission of the
director occurring prior to such repeal or modification.
SIXTH: Shareholder action may be taken without a meeting if written
consent, setting forth the action so taken, is signed by persons who would be
entitled to vote not less than the minimum number of shares that would be
necessary to authorize or take the action, subject to the provisions of the
Georgia Business Corporation Code.
(end of Restated Articles of Incorporation)
