{"id":41406,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-coach-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-coach-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-coach-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Coach Inc."},"content":{"rendered":"<pre>                                   COACH, INC.\n\n                            ARTICLES OF INCORPORATION\n\nTHIS IS TO CERTIFY THAT:\n\n                                    ARTICLE I\n                                  INCORPORATOR\n\n         The  undersigned,  James J. Hanks,  Jr.,  whose  address is c\/o Ballard\nSpahr Andrews &amp; Ingersoll,  LLP, 300 East Lombard  Street,  Baltimore,  Maryland\n21202,  being at least 18 years of age, does hereby form a corporation under the\ngeneral laws of the State of Maryland.\n\n                                   ARTICLE II\n                                      NAME\n\n         The name of the corporation (the \"Corporation\") is:\n\n                                   COACH, INC.\n\n                                   ARTICLE III\n                                     PURPOSE\n\n         The purposes for which the Corporation is formed are to engage in any\nlawful act or activity for which corporations may be organized under the general\nlaws of the State of Maryland as now or hereafter in force.\n\n                                   ARTICLE IV\n                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT\n\n         The address of the principal office of the Corporation in the State of\nMaryland is c\/o Ballard Spahr Andrews &amp; Ingersoll, LLP, 300 East Lombard Street,\nBaltimore, Maryland 21202, Attention: James J. Hanks, Jr. The name of the\nresident agent of the Corporation in the State of Maryland is James J. Hanks,\nJr., whose post office address is c\/o Ballard Spahr Andrews &amp; Ingersoll, LLP,\n300 East Lombard Street, Baltimore, Maryland 21202. The resident agent is a\ncitizen of and resides in the State of Maryland.\n\n\n\n\n\n                                    ARTICLE V\n                        PROVISIONS FOR DEFINING, LIMITING\n                      AND REGULATING CERTAIN POWERS OF THE\n                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS\n\n         Section 5.1 NUMBER OF DIRECTORS. The business and affairs of the\nCorporation shall be managed under the direction of the Board of Directors. The\nnumber of directors of the Corporation initially shall be four, which number may\nbe increased or decreased by the Board of Directors pursuant to the Bylaws, but\nshall never be less than the minimum number required by the Maryland General\nCorporation Law (the \"MGCL\"). The names of the directors who shall serve until\nthe first annual meeting of stockholders and until their successors are duly\nelected and qualify are:\n\n                                    Lew Frankfort\n                                    Gary Grom\n                                    Keith Monda\n                                    Richard Oberdorf\n\n         The Corporation elects, at such time as such election becomes available\nunder Section 3-802(b) of the MGCL, that, except as may be provided by the Board\nof Directors in setting the terms of any class or series of Preferred Stock (as\nhereinafter defined), any and all vacancies on the Board of Directors may be\nfilled only by the affirmative vote of a majority of the remaining directors in\noffice, even if the remaining directors do not constitute a quorum and any\ndirector elected to fill a vacancy shall serve for the remainder of the full\nterm of the directorship in which such vacancy occurred; PROVIDED, HOWEVER, that\nat any time at which there is a Majority Holder, any vacancy on the Board of\nDirectors which results from the removal of a director may be filled only by the\naffirmative vote of the holder or holders of shares entitled to cast a majority\nof the votes entitled to be cast generally in the election of directors and any\nvacancy which results from any reason other than removal shall be filled only by\nthe affirmative vote of a majority of the remaining directors and only with a\ndirector having the qualification of having been nominated, and whose election\nhas been consented to, by the Majority Holder or, if such vacancy remains\nunfilled at the time of the next meeting of the stockholders, by the affirmative\nvote of the holder or holders of shares entitled to cast a majority of the votes\nentitled to be cast generally in the election of directors.\n\n         As used herein, \"Majority Holder\" means any Person, who, together with\nits Affiliates, beneficially owns shares the holders of which are entitled to\ncast a majority of the votes entitled to be cast generally in the election of\ndirectors.\n\n         As used herein, \"Person\" shall mean an individual, corporation,\npartnership, estate, trust, association, joint stock company or other entity and\nalso includes a group as that term is used for purposes of Section 13(d)(3) of\nthe Securities Exchange Act of 1934, as amended.\n\n\n\n                                       2\n\n\n         As used herein, \"Affiliate\" means as to any Person, any other Person\nwhich, directly or indirectly, is in control of, is controlled by, or is under\ncommon control with, such Person. A Person shall be deemed to control another\nPerson if the controlling Person possesses, directly or indirectly, the power to\ndirect or cause the direction of the management and policies of the other\nPerson, whether through the ownership of voting securities, by contract or\notherwise. Without limitation, any director, trustee, executive officer or\nbeneficial owner of 10% or more of the equity of a Person shall for the purposes\nof this charter, be deemed to control the other Person.\n\n         The Corporation elects, at such time as such election becomes available\nunder Section 3-802(b) of the MGCL, that the directors may not be designated\ninto classes pursuant to Section 3-803 of the MGCL without the approval of a\nmajority of the votes cast on such matter by the holders of shares entitled to\nvote generally in the election of directors.\n\n         Section 5.2 EXTRAORDINARY ACTIONS. Any provision of law permitting or\nrequiring any action to be taken or authorized by the affirmative vote of the\nholders of a greater number of votes, any such action shall be effective and\nvalid if taken or authorized by the affirmative vote of holders of shares\nentitled to cast a majority of all the votes entitled to be cast on the matter.\n\n         Section 5.3 AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board of\nDirectors may authorize the issuance from time to time of shares of stock of the\nCorporation of any class or series, whether now or hereafter authorized, or\nsecurities or rights convertible into shares of its stock of any class or\nseries, whether now or hereafter authorized, for such consideration as the Board\nof Directors may deem advisable (or without consideration in the case of a stock\nsplit or stock dividend), subject to such restrictions or limitations, if any,\nas may be set forth in the charter or the Bylaws.\n\n         Section 5.4 PREEMPTIVE RIGHTS. Except as may be provided by the Board\nof Directors in setting the terms of classified or reclassified shares of stock\npursuant to Section 6.4, no holder of shares of stock of the Corporation shall,\nas such holder, have any preemptive right to purchase or subscribe for any\nadditional shares of stock of the Corporation or any other security of the\nCorporation which it may issue or sell.\n\n         Section 5.5 INDEMNIFICATION. The Corporation shall have the power, to\nthe maximum extent permitted by Maryland law in effect from time to time, to\nobligate itself to indemnify and to pay or reimburse reasonable expenses in\nadvance of final disposition of a proceeding to (a) any individual who is a\npresent or former director or officer of the Corporation or (b) any individual\nwho, while a director of the Corporation and at the request of the Corporation,\nserves or has served as a director, officer, partner or trustee of another\ncorporation, partnership, joint venture, trust, employee benefit plan or any\nother enterprise from and against any claim or liability to which such person\nmay become subject or which such person may incur by reason of his or her\nservice in that capacity. The Corporation shall have the power, with the\n\n\n\n                                       3\n\n\napproval of the Board of Directors, to provide such indemnification and\nadvancement of expenses to a person who served a predecessor of the Corporation\nin any of the capacities described in (a) or (b) above and to any employee or\nagent of the Corporation or a predecessor of the Corporation.\n\n         Section 5.6 DETERMINATIONS BY BOARD. The determination by the Board of\nDirectors as to any matter relating to the business and affairs of the\nCorporation shall be final and conclusive and shall be binding upon the\nCorporation and every holder of shares of its stock.\n\n                                   ARTICLE VI\n                                      STOCK\n\n         Section 6.1 AUTHORIZED SHARES. The Corporation has authority to issue\n100,000,000 shares of Common Stock, $.01 par value per share (\"Common Stock\"),\n25,000,000 shares of Preferred Stock, $.01 par value per share (\"Preferred\nStock\"). The aggregate par value of all authorized shares of stock having par\nvalue is $1,250,000. If shares of one class of stock are classified or\nreclassified into shares of another class of stock pursuant to this Article VI,\nthe number of authorized shares of the former class shall be automatically\ndecreased and the number of shares of the latter class shall be automatically\nincreased, in each case by the number of shares so classified or reclassified,\nso that the aggregate number of shares of stock of all classes that the\nCorporation has authority to issue shall not be more than the total number of\nshares of stock set forth in the first sentence of this paragraph. The Board of\nDirectors, without any action by the stockholders of the Corporation, may amend\nthe charter to increase or decrease the aggregate number of shares of stock or\nthe number of shares of stock of any class or series that the Corporation has\nauthority to issue.\n\n         Section 6.2 COMMON STOCK. Each share of Common Stock shall entitle the\nholder thereof to one vote. The Board of Directors may reclassify any unissued\nshares of Common Stock from time to time in one or more classes or series of\nstock.\n\n         Section 6.3 PREFERRED STOCK. The Board of Directors may classify any\nunissued shares of Preferred Stock and reclassify any previously classified but\nunissued shares of Preferred Stock of any series from time to time, in one or\nmore classes or series of stock.\n\n         Section 6.4 CLASSIFIED OR RECLASSIFIED SHARES. Prior to issuance of\nclassified or reclassified shares of any class or series, the Board of Directors\nby resolution shall: (a) designate that class or series to distinguish it from\nall other classes and series of stock of the Corporation; (b) specify the number\nof shares to be included in the class or series; (c) set or change, subject to\nthe express terms of any class or series of stock of the Corporation outstanding\nat the time, the preferences, conversion or other rights, voting powers,\nrestrictions, limitations as to dividends or other distributions, qualifications\nand terms and conditions of redemption for each class or series; and (d) cause\nthe Corporation to file articles supplementary with the State Department of\nAssessments and Taxation of Maryland (\"SDAT\"). Any of the terms of any class or\nseries of \n\n\n\n                                       4\n\n\nstock set or changed pursuant to clause (c) of this Section 6.4 may be made\ndependent upon facts or events ascertainable outside the charter (including\ndeterminations by the Board of Directors or other facts or events within the\ncontrol of the Corporation) and may vary among holders thereof, provided that\nthe manner in which such facts, events or variations shall operate upon the\nterms of such class or series of stock is clearly and expressly set forth in the\narticles supplementary filed with the SDAT.\n\n         Section 6.5 CHARTER AND BYLAWS. All persons who shall acquire stock in\nthe Corporation shall acquire the same subject to the provisions of the charter\nand the Bylaws.\n\n                                   ARTICLE VII\n                                   AMENDMENTS\n\n         The Corporation reserves the right from time to time to make any\namendment to its charter, now or hereafter authorized by law, including any\namendment altering the terms or contract rights, as expressly set forth in this\ncharter, of any shares of outstanding stock. All rights and powers conferred by\nthe charter on stockholders, directors and officers are granted subject to this\nreservation.\n\n                                  ARTICLE VIII\n                              CONFLICTS OF INTEREST\n\n         Section 8.1 The Corporation previously was a wholly-owned subsidiary or\ndivision of Sara Lee (as defined below). In anticipation of the fact that the\nCorporation will cease to be a wholly-owned subsidiary of Sara Lee, but that\nSara Lee may remain a stockholder of the Corporation, and in anticipation that\nthe Corporation and Sara Lee may engage in the same or similar activities or\nlines of business and have an interest in the same areas of corporate\nopportunities, and in recognition of (i) the benefits to be derived by the\nCorporation through its continued contractual, corporate and business relations\nwith Sara Lee (including service of officers and directors of Sara Lee as\nofficers and directors of the Corporation) and (ii) the difficulties attendant\nto any director, who desires and endeavors fully to satisfy such director's\nduties, in determining the full scope of such duties in any particular\nsituation, the provisions of this Article VIII are set forth to regulate, define\nand guide the conduct of certain business and affairs of the Corporation as they\nmay involve Sara Lee and its officers and directors, and the powers, rights,\nduties and liabilities of the Corporation and its officers, directors and\nstockholders in connection therewith.\n\n         Section 8.2 Except as Sara Lee may otherwise agree in writing,\n\n         (a) Sara Lee shall not have a duty to refrain from engaging directly or\nindirectly in the same or similar business activities or lines of business as\nthe Corporation, and\n\n\n\n                                       5\n\n\n         (b) neither Sara Lee nor any officer or director thereof shall be\nliable to the Corporation or its stockholders for breach of any duty by reason\nof any such activities of Sara Lee or of such person's participation therein.\n\n         Section 8.3 In the event that Sara Lee acquires knowledge of a\npotential transaction or matter that may be a corporate opportunity for Sara Lee\nand the Corporation, Sara Lee shall have no duty to communicate or offer such\ncorporate opportunity to the Corporation and shall not be liable to the\nCorporation or its stockholders for breach of any duty as a stockholder of the\nCorporation or controlling person of a stockholder by reason of the fact that\nSara Lee pursues or acquires such corporate opportunity for itself, directs such\ncorporate opportunity to another person or entity, or does not communicate\ninformation regarding, or offer, such corporate opportunity to the Corporation.\n\n         Section 8.4 In the event that a director, officer or employee of the\nCorporation who is also a director, officer or employee of Sara Lee acquires\nknowledge of a potential transaction or matter that may be a corporate\nopportunity for the Corporation and Sara Lee (whether such potential transaction\nor matter is proposed by a third-party or is conceived of by such director,\nofficer or employee of the Corporation), such director, officer or employee\nshall be entitled to offer such corporate opportunity to the Corporation or Sara\nLee as such director, officer or employee deems appropriate under the\ncircumstances in his or her sole discretion, and no such director, officer or\nemployee shall be liable to the Corporation or its stockholders for breach of\nany duty by reason of the fact that (i) such director, officer or employee\noffered such corporate opportunity to Sara Lee (rather than the Corporation) or\ndid not communicate information regarding such corporate opportunity to the\nCorporation or (ii) Sara Lee pursues or acquires such corporate opportunity for\nitself or directs such corporate opportunity to another person or does not\ncommunicate information regarding such corporate opportunity to the Corporation.\n\n         Neither Sara Lee nor any officer or director thereof shall be liable to\nthe Corporation or its stockholders for breach of any duty by reason of the fact\nthat Sara Lee or an officer or director thereof takes or fails to take any\naction or exercises or fails to exercise any right or gives or withholds any\nconsent in connection with any agreement or contract between Sara Lee and the\nCorporation. No vote cast or other action taken by such person in his or her\ncapacity as a director of the Corporation, shall constitute an action of or\nexercise of a right or a consent of Sara Lee for the purpose of any such\nagreement or contract.\n\n         Section 8.5 Any Person purchasing or otherwise acquiring any interest\nin any shares of stock of the Corporation shall be deemed to have notice of and\nto have consented to the provisions of this Article VIII.\n\n         Section 8.6 For purposes of this Article VIII only, (i) the term\n\"Corporation\" shall mean the Corporation and its Affiliates, other than Sara\nLee, and (ii) the term \"Sara Lee\" shall mean Sara Lee Corporation, a Maryland\ncorporation, its successors and its Affiliates, other \n\n\n\n                                       6\n\n\nthan the Corporation, and shall also include any Majority Holder to whom Sara\nLee has transferred its stock of the Corporation.\n\n         Section 8.7 Notwithstanding anything in this charter to the contrary,\nthe foregoing provisions of this Article VIII shall expire on the date that Sara\nLee ceases to beneficially own stock of the Corporation representing at least\n50% of the total number of outstanding shares of stock entitled to vote\ngenerally in the election of directors of the Corporation. Neither the\nalteration, amendment, change or repeal of any provision of this Article VIII\nnor the adoption of any provision of this charter inconsistent with any\nprovision of this Article VIII shall eliminate or reduce the effect of this\nArticle VIII in respect of any matter occurring, or any cause of action, suit or\nclaim that, but for this Article VIII, would accrue or arise, prior to such\nalteration, amendment, repeal or adoption.\n\n                                   ARTICLE IX\n                             LIMITATION OF LIABILITY\n\n         To the maximum extent that Maryland law in effect from time to time\npermits limitation of the liability of directors and officers of a corporation,\nno director or officer of the Corporation shall be liable to the Corporation or\nits stockholders for money damages. Neither the amendment nor repeal of this\nArticle IX, nor the adoption or amendment of any other provision of the charter\nor Bylaws inconsistent with this Article IX, shall apply to or affect in any\nrespect the applicability of the preceding sentence with respect to any act or\nfailure to act which occurred prior to such amendment, repeal or adoption.\n\n         IN WITNESS WHEREOF, I have signed these Articles of Incorporation and\nacknowledge the same to be my act on this 1st day of June, 2000.\n\n\n                               \/s\/ James J. Hanks, Jr.\n\n\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7133],"corporate_contracts_industries":[9401],"corporate_contracts_types":[9573,9575],"class_list":["post-41406","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coach-inc","corporate_contracts_industries-consumer__leather","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41406","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41406"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41406"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41406"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41406"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}