1
Exhibit 3(i)
ARTICLE I
--------------------------------------------------------------------------------
The name of the corporation is: Gantos, Inc.
--------------------------------------------------------------------------------
ARTICLE II
--------------------------------------------------------------------------------
The purpose or purposes for which the corporation is formed are: to engage in
any activity within the purposes for which corporations may be organized under
the Business Corporation Act of Michigan.
--------------------------------------------------------------------------------
2
ARTICLE III
--------------------------------------------------------------------------------
The total authorized shares:
Common shares 20,000,000, par value $0.01 per share Preferred shares 2,000,000,
par value $0.01 per share
A statement of all or any of the relative rights, preferences and limitations
of the shares of each class is as follows:
The Board of Directors may cause the corporation to issue preferred
shares in one or more series, each series to bear a distinctive designation and
to have such relative rights and preferences as shall be prescribed by
resolution of the Board. Such resolutions, when filed, shall constitute
amendments to these Restated Articles of Incorporation.
Effective as of the close of business on the date of filing these
Restated Articles of Incorporation (the "Effective Time"), the filing of these
Restated Articles of Incorporation shall effect a reverse stock split on the
basis of one new common share for each three then issued and outstanding common
shares, while maintaining the number of authorized common shares and preferred
shares, and their par values, as set forth in this Article III (the "Reverse
Split").
Immediately as of the Effective Time, and without any action by the
holders of outstanding common shares, but subject to the redemption of
fractional shares described below, outstanding certificates representing the
corporation's common shares shall represent for all purposes, and each common
share issued and outstanding immediately before the Effective Time shall
automatically be converted into, new common shares in the ratio of three old
common shares for one new common share, all by virtue of the Reverse Split and
without any action on the part of the holder of such common shares.
Notwithstanding any of the foregoing to the contrary, no scrip or
fractional common shares shall be issued in connection with the Reverse Split.
In lieu thereof each record holder of common shares as of the Effective Date who
would otherwise have been entitled to receive a fractional new common share
shall, upon surrender of such shareholder's certificates representing pre-split
common shares, have the post-split common shares to which they are entitled
rounded to the nearest whole share and receive either a whole common share or
nothing in lieu of their fractional post-split common share. As of the Effective
Time such fractional shares shall no longer represent equity interests in the
corporation, and shall not be entitled to any voting, dividend or other
shareholder rights; rather, they shall represent only the right to receive the
common shares, if any, described in this paragraph.
--------------------------------------------------------------------------------
ARTICLE IV
--------------------------------------------------------------------------------
1. The address of the registered office is:
3366 Xxxxx X.X., Xxxxx Xxxxxx, Xxxxxxxx 00000
------------------------------------------------- ------------------
(Street Address) (City) (ZIP Code)
2. The mailing address of the registered office, if different than above:
Michigan
------------------------------------------------- ------------------
(Street Address or P.O. Box) (City) (ZIP Code)
3. The name of the current resident agent is: Xxxxxx X. Xxxxx
----------------------------------
--------------------------------------------------------------------------------
ARTICLE V
--------------------------------------------------------------------------------
Any action required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so
taken, are signed by the holders of outstanding shares having not less than the
minimum number of
3
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote on the action were present and voted. The
written consents shall bear the date of signature of each shareholder who signs
the consent. No written consents shall be effective to take the corporate action
referred to unless, within 60 days after the record date for determining
shareholders entitled to express consent to or to dissent from a proposal
without a meeting, written consents dated not more than 10 days before the
record date and signed by a sufficient number of shareholders to take the action
are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who would
have been entitled to notice of the shareholder meeting if the action had been
taken at a meeting and who have not consented in writing.
--------------------------------------------------------------------------------
ARTICLE VI
--------------------------------------------------------------------------------
1. No action by written consent of shareholders under Article V shall
be effective unless the proposed action will have been approved by the Board of
Directors before the consent of shareholders is executed.
2. Pursuant to Sections 783 and 784(1)(b) of the Michigan Business
Corporation Act, the corporation expressly elects not to be governed by Chapter
7A of the Michigan Business Corporation Act, being Sections 775 through 784 of
the Michigan Business Corporation Act; provided that the corporation's Board of
Directors may terminate this election in whole or in part by action of the
majority of directors then in office.
--------------------------------------------------------------------------------
ARTICLE VII
--------------------------------------------------------------------------------
To the full extent permitted by the Michigan Business Corporation Act
or any other applicable laws presently or hereafter in effect, no director of
the corporation shall be personally liable to the corporation or its
shareholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the corporation. Any repeal or modification
of this Article VII shall not adversely affect any right or protection of any
director of the corporation existing immediately prior to, or for, or with
respect to, any acts or omissions occurring before, such repeal or modification.
--------------------------------------------------------------------------------
ARTICLE VIII
--------------------------------------------------------------------------------
The business and affairs of the corporation shall be managed by or
under the direction of a Board of Directors consisting of not fewer than three
or more than fifteen directors, the exact number of directors to be determined
from time to time solely by a resolution adopted by an affirmative vote of a
majority of the directors then in office. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the 1996 Annual Meeting
of Shareholders, Class I directors shall be elected for a three-year term. At
each succeeding annual meeting of shareholders, commencing in 1997, successors
to the class of directors whose term expires at that annual meeting shall be
elected for a three-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly-created directorships are filled by the Board, the additional directors
shall be classified as provided by the Board.
A director shall hold office until the meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Newly created directorships resulting
from an increase in the number of directors and any vacancy on the Board of
Directors may be filled by only by the Board by an affirmative vote of a
--------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------
majority of the directors then in office. If the number of directors then in
office is less than a quorum, such newly created directorships and vacancies may
be filled by a majority of the directors then in office, although less than a
quorum, or by the sole remaining director. A director elected by the Board of
Directors to fill a vacancy shall hold office until the next election of the
class for which the director shall have been chosen and until his or her
successor shall be elected and shall qualify. A director or the entire Board of
Directors may be removed only for cause, including total and permanent
disability, fraud, criminal conduct, gross abuse of office amounting to a breach
of trust or similar conduct.
Notwithstanding the foregoing, whenever the holders of any one or more
classes of preferred shares or series thereof issued by the corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of shareholders, the election, term of office, filling
of vacancies and other features of such directorship shall be governed by the
terms of these Restated Articles of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article.
This Article VIII may not be amended by written consent of the
corporation's shareholders under Article V and may only be amended by the
affirmative vote of holders of 80% of the outstanding common shares of the
corporation, in addition to the vote otherwise required by the Michigan Business
Corporation Act.
--------------------------------------------------------------------------------
ARTICLE IX
--------------------------------------------------------------------------------
The shareholders of the corporation do not have a preemptive right to
acquire the corporation's unissued shares except to the extent provided by
agreement between the corporation and one or more shareholders.
--------------------------------------------------------------------------------
ARTICLE X
--------------------------------------------------------------------------------
To the extent required by section 1123(a) of the United States
Bankruptcy Code, the corporation shall not issue nonvoting equity securities.
--------------------------------------------------------------------------------
