{"id":41410,"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-harley-davidson-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-harley-davidson-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-harley-davidson-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\nRESTATED ARTICLES OF INCORPORATION, as amended through March 22, 2000\n\n\n                                    * * * * *\n\n                                    ARTICLE I\n\n              The name of the Corporation is Harley-Davidson, Inc.\n\n                                   ARTICLE II\n\n          The registered agent and registered office of the Corporation is CT\nCorporation System, 44 E. Mifflin St., Madison, Wisconsin 53703.\n\n                                   ARTICLE III\n\n          The purpose of the Corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the Wisconsin Business\nCorporation Law.\n\n                                   ARTICLE IV\n\n          (a) AUTHORIZED SHARES. The total number of shares of all classes of\nstock that the Corporation is authorized to issue is eight hundred two million\n(802,000,000), consisting of (i) eight hundred million (800,000,000) shares of\nCommon Stock of $.01 par value ('Common Stock'), and (ii) two million\n(2,000,000) shares of Preferred Stock of $1.00 par value.\n\nAt the close of business on March 22, 2000, the effective date of this Amendment\n(the 'Record Date'), each share of Common Stock outstanding or held in treasury\nimmediately prior to the Record Date shall be changed into two shares of said\nCommon Stock (the 'Stock Split'). Stock certificates evidencing shares of Common\nStock outstanding or held in treasury on the Record Date shall continue to\nevidence the same number of shares that such certificates evidenced prior to the\nRecord Date and the additional shares issuable as a result of such change of\neach share into two shares shall be evidenced by new certificates distributed on\nApril 7, 2000 to persons who are at the close of business on the Record Date the\nholders of record of Common Stock.\n\nAll cross references in each Subdivision of this ARTICLE IV refer to other\nparagraphs in such subdivision unless otherwise indicated.\n\n          (i)  Voting Rights. The holders of Common Stock will be entitled to\n     one vote per share on all matters to be voted on by the Corporation's\n     shareholders.\n\n \n\n\n\n              (ii) Registration of Transfer. The Corporation shall keep at its\n          principal office (or such other place as the Corporation reasonably\n          designates) a register for the registration of shares of Common Stock.\n          Upon the surrender of any certificate representing shares of Common \n          Stock at such place, the Corporation shall, at the request of the \n          registered holder of such certificate, execute and deliver (at the \n          Corporation's expense) a new certificate or certificates in exchange\n          therefor representing in the aggregate the number of shares of Common\n          Stock represented by the surrendered certificate (and the Corporation\n          forthwith shall cancel such surrendered certificate), subject to the\n          requirements of applicable securities laws. Each such new certificate\n          shall be registered in such name and shall represent such number of\n          shares as shall be requested by the holder of the surrendered \n          certificate and shall be substantially identical in form to the \n          surrendered certificate.\n\n              (iii) Replacement.\n\n              (A) Upon receipt of evidence reasonably satisfactory to the\n          Corporation (an affidavit of the registered holder without bond shall\n          be satisfactory) of the ownership and the loss, theft, destruction or\n          mutilation of any certificate evidencing one or more shares of Common\n          Stock and, in the case of any such loss, theft or destruction, upon\n          receipt of indemnity reasonably satisfactory to the Corporation, or,\n          in the case of any such mutilation, upon surrender of such\n          certificate, the Corporation shall, at the expense of the registered\n          holder, execute and deliver in lieu of such certificate a new\n          certificate of like kind representing the number of shares of Common\n          Stock represented by such lost, stolen, destroyed or mutilated\n          certificate and dated the date of such lost, stolen, destroyed or\n          mutilated certificate.\n\n              (B) The term 'outstanding' when used in this ARTICLE IV with\n          reference to the shares of Common Stock as of any particular time\n          shall not include any such shares represented by any certificate in\n          lieu of which a new certificate has been executed and delivered by the\n          Corporation in accordance with paragraph (ii) or this paragraph (iii),\n          but shall include only those shares represented by such new\n          certificate.\n\n              (iv) DISSOLUTION. Upon the dissolution of the Corporation, after \n          there shall have been paid to or set aside for the holders of shares\n          of Preferred Stock the full preferential amounts to which they are \n          entitled, if any, the holders of outstanding shares of Common Stock\n          shall be entitled to receive pro rata the remaining net assets of the\n          Corporation.\n\n              (b) PREFERRED STOCK. The Preferred Stock may be issued from time\n     to time in one or more series in any manner permitted by law and the\n     provisions of the Restated Articles of Incorporation of the Corporation, as\n     determined from time to time by the Board of Directors and stated in the\n     resolution or resolutions providing for the issuances thereof, prior\n\n\n\n                                       -2-\n\n\n\nto the issuances of any shares thereof. Unless otherwise provided in the\nresolution establishing a series of Preferred Stock, prior to the issue of\nany shares of a series so established or to be established, the Board of\nDirectors may, by resolution, amend the relative rights and preferences of\nthe shares of such series.\n\n          The designations and the powers, preferences and rights, and the\nqualifications, limitations or restrictions thereof, of each class of stock\nshall be governed by the following provisions:\n\n          (i)  The Board of Directors is expressly authorized at any time, and\n     from time to time, to provide for the issuance of shares of Preferred Stock\n     in one or more series, with such voting powers, full or limited, or without\n     voting powers and with such designations, preferences and relative,\n     participating, optional or other special rights, and qualifications,\n     limitations or restrictions thereof, as shall be stated and expressed in\n     the resolution or resolutions providing for the issue thereof adopted by\n     the Board of Directors, including (but not limiting the generality thereof)\n     the following:\n\n               (A) The number of shares to constitute each such series, and the\n          designation of each such series.\n\n               (B) The dividend rate of each such series, the conditions and\n          dates upon which such dividends shall be payable, the relation which\n          such dividends shall bear to the dividends payable on any other class\n          or classes or on any other series of any class or classes of stock,\n          and whether such dividends shall be cumulative or non-cumulative.\n\n               (C) Whether the shares of each such series shall be subject to\n          redemption by the Corporation and if made subject to such redemption,\n          the times, prices and other terms and conditions of such redemption.\n\n               (D) The terms and amount of any sinking fund provided for the\n          purchase or redemption of the shares of each such series.\n\n               (E) Whether or not the shares of each such series shall be\n          convertible into or exchangeable for shares of any other class or\n          classes or any other series of any other class or classes of stock of\n          the Corporation, and, if provision be made for conversion or exchange,\n          the times, prices, rates of exchange, adjustments, and other terms and\n          conditions of such conversion or exchange.\n\n               (F) The extent, if any, to which the holders of the shares of\n          each such series shall be entitled to vote with respect to the\n          election of directors or otherwise.\n\n               (G) The restrictions, if any, on the issue or reissue of any\n          additional Preferred Stock.\n\n\n\n                                       -3-\n\n\n\n               (H) The rights of the holders of the shares of each such series\n          upon the dissolution of, or upon the distribution of the assets of,\n          the Corporation.\n\n          (ii) Except as otherwise required by law and except for such voting\n     powers with respect to the election of directors or other matters as may be\n     stated in the resolutions of the Board of Directors creating any series of\n     Preferred Stock, the holders of any such series shall have no voting powers\n     whatsoever.\n\n          (c) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. Pursuant to the\nauthority vested in the Board of Directors of the Corporation in accordance with\nthe provisions of the Restated Articles of Incorporation, a series of shares of\nPreferred Stock, par value $1.00 per share, of the Corporation be and it hereby\nis created, and the designation and amount thereof and the voting powers,\npreferences and relative, participating, optional or other special rights of the\nshares of such series, and the qualifications, limitations or restrictions\nthereof are as follows:\n\n          Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be\ndesignated as 'Series A Junior Participating Preferred Stock' ('SERIES A\nPREFERRED STOCK') and the number of shares constituting such series shall be\n500,000.\n\n          Section 2. DIVIDENDS AND DISTRIBUTIONS.\n\n          (A) Subject to the provisions for adjustment hereinafter set forth,\nthe holders of shares of Series A Preferred Stock shall be entitled to receive,\nwhen, as and if declared by the Board of Directors out of funds legally\navailable for the purpose, (i) cash dividends in an amount per share (rounded to\nthe nearest cent) equal to 100 times the aggregate per share amount of all cash\ndividends declared or paid on the Common Stock, presently $0.01 par value per\nshare, of the Corporation ('COMMON STOCK') and (ii) a preferential cash dividend\n('PREFERENTIAL DIVIDENDS'), if any, on the fifteenth day of January, April, July\nand October of each year (each a 'QUARTERLY DIVIDEND PAYMENT DATE') commencing\non the first Quarterly Dividend Payment Date after the first issuance of a share\nor fraction of a share of Series A Preferred Stock, in an amount equal to $1.00\nper share of Series A Preferred Stock less the per share amount of all cash\ndividends declared on the Series A Preferred Stock pursuant to clause (i) of\nthis sentence since the immediately preceding Quarterly Dividend Payment Date\nor, with respect to the first Quarterly Dividend Payment Date, since the first\nissuance of any share or fraction of a share of Series A Preferred Stock. In the\nevent the Corporation shall, at any time after the issuance of any share or\nfraction of a share of Series A Preferred Stock, make any distribution on the\nshares of Common Stock of the Corporation, whether by way of a dividend or a\nreclassification of stock, a recapitalization, reorganization or partial\nliquidation of the Corporation or otherwise, which is payable in cash or any\ndebt security, debt instrument, real or personal property or any other property\n(other than cash dividends subject to clause (i) of the immediately preceding\nsentence and other than a distribution of shares of Common Stock or other\ncapital stock of the Corporation and other than a distribution of rights or\nwarrants to acquire any such share, including any debt security convertible into\nor \n\n\n\n                                       -4-\n\n\n\nexchangeable for any such share, at a price less than the Current Market Price\nof such share), then and in each such event the Corporation shall simultaneously\npay on each then outstanding share of Series A Preferred Stock of the\nCorporation a distribution, in like kind, of 100 times (subject to the\nprovisions for adjustment hereinafter set forth) such distribution paid on a\nshare of Common Stock. The dividends and distributions on the Series A Preferred\nStock to which holders thereof are entitled pursuant to clause (i) of the first\nsentence of this paragraph and pursuant to the second sentence of this paragraph\nare hereinafter referred to as 'PARTICIPATING DIVIDENDS' and the multiple of\nsuch cash and non-cash dividends on the Common Stock applicable to the\ndetermination of the Participating Dividends, which shall be 100 initially but\nshall be adjusted from time to time as hereinafter provided, is hereinafter\nreferred to as the 'DIVIDEND MULTIPLE'. In the event the Corporation shall at\nany time after June 1, 1991 declare or pay any dividend or make any distribution\non Common Stock payable in shares of Common Stock, or effect a subdivision or\nsplit or a combination, consolidation or reverse split of the outstanding shares\nof Common Stock into a greater or lesser number of shares of Common Stock, then\nin each such case the Dividend Multiple thereafter applicable to the\ndetermination of the amount of Participating Dividends which holders of shares\nof Series A Preferred Stock shall be entitled to receive shall be the Dividend\nMultiple applicable immediately prior to such event multiplied by a fraction the\nnumerator of which is the number of shares of Common Stock outstanding\nimmediately after such event and the denominator of which is the number of\nshares of Common Stock that were outstanding immediately prior to such event.\n\n          (B) The Corporation shall declare each Participating Dividend at the\nsame time it declares any cash or non-cash dividend or distribution on the\nCommon Stock in respect of which a Participating Dividend is required to be\npaid. No cash or noncash dividend or distribution on the Common Stock in respect\nof which a Participating Dividend is required to be paid shall be paid or set\naside for payment on the Common Stock unless a Participating Dividend in respect\nof such dividend or distribution on the Common Stock shall be simultaneously\npaid, or set aside for payment, on the Series A Preferred Stock.\n\n          (C) Preferential Dividends shall begin to accrue on outstanding shares\nof Series A Preferred Stock from the Quarterly Dividend Payment Date next\npreceding the date of issuance of any shares of Series A Preferred Stock.\nAccrued but unpaid Preferential Dividends shall cumulate but shall not bear\ninterest. Preferential Dividends paid on the shares of Series A Preferred Stock\nin an amount less than the total amount of such dividends at the time accrued\nand payable on such shares shall be allocated pro rata on a share-by-share basis\namong all such shares at the time outstanding.\n\n          Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred\nStock shall have the following voting rights:\n\n          (A) Subject to the provisions for adjustment hereinafter set forth,\neach share of Series A Preferred Stock shall entitle the holder thereof to 100\nvotes on all matters submitted to a vote of the shareholders of the Corporation.\nThe number of votes which a holder of Series A Preferred Stock is entitled to\ncast, as the same may be adjusted from time to \n\n\n                                       -5-\n\n\ntime as hereinafter provided, is hereinafter referred to as the 'VOTE MULTIPLE'.\nIn the event the Corporation shall at any time after June 1, 1991 declare or pay\nany dividend on Common Stock payable in shares of Common Stock, or effect a\nsubdivision or split or a combination, consolidation or reverse split of the\noutstanding shares of Common Stock into a greater or lesser number of shares of\nCommon Stock, then in each such case the Vote Multiple thereafter applicable to\nthe determination of the number of votes per share to which holders of shares of\nSeries A Preferred Stock shall be entitled after such event shall be the Vote\nMultiple immediately prior to such event multiplied by a fraction the numerator\nof which is the number of shares of Common Stock outstanding immediately after\nsuch event and the denominator of which is the number of shares of Common Stock\nthat were outstanding immediately prior to such event.\n\n          (B) Except as otherwise provided herein or by law, the holders of\nshares of Series A Preferred Stock and the holders of shares of Common Stock\nshall vote together as one class on all matters submitted to a vote of\nshareholders of the Corporation.\n\n          (C) In the event that the Preferential Dividends accrued on the Series\nA Preferred Stock for six or more consecutive quarterly dividend periods shall\nnot have been declared and paid or set apart for payment, the holders of record\nof the Series A Preferred Stock, voting together with the holders of record of\nany other series of preferred stock of the Corporation who shall have been\ngranted voting rights to elect directors upon a default in the payments of\ndividends by the Corporation, shall have the right, at the next meeting of\nshareholders called for the election of directors, voting as a class, to elect\nup to two members to the Board of Directors, which directors shall be in\naddition to the number provided for under the Corporation's Restated Articles of\nIncorporation prior to such event, to serve until the expiration of their\nrespective terms and until their successors are elected and qualified or their\nearlier resignation, removal or incapacity or until such earlier time as all\naccrued and unpaid Preferential Dividends upon the outstanding shares of Series\nA Preferred Stock shall have been paid (or set aside for payment) in full\n(PROVIDED, HOWEVER, that after giving effect to the exercise of such right,\nunder no circumstances shall the number of members of the Board of Directors\nexceed the maximum number of directors, if any, then specified in the Restated\nArticles of Incorporation). The holders of shares of Series A Preferred Stock\nshall continue to have the right to elect directors as provided by the\nimmediately preceding sentence until all accrued and unpaid Preferential\nDividends upon the outstanding shares of Series A Preferred Stock shall have\nbeen paid (or set aside for payment) in full. Such directors may be removed and\nreplaced by such shareholders, and vacancies in such directorships may be filled\nonly by such shareholders (or by the remaining director elected by such\nshareholders, if there be one) in the manner permitted by law.\n\n          (D) Except as otherwise required by law or set forth herein, holders\nof Series A Preferred Stock shall have no special voting rights and their\nconsent shall not be required (except to the extent they are entitled to vote\nwith holders of Common Stock as set forth herein) for the taking of any\ncorporate action.\n\n\n                                       -6-\n\n\n\n          Section 4. CERTAIN RESTRICTIONS.\n\n          (A) Whenever Preferential Dividends are in arrears or the Corporation\nshall be in default in payment thereof, thereafter and until all accrued and\nunpaid Preferential Dividends, whether or not earned or declared, on shares of\nSeries A Preferred Stock outstanding shall have been paid or set aside for\npayment in full, and in addition to any and all other rights which any holder of\nshares of Series A Preferred Stock may have in such circumstances, the\nCorporation shall not\n\n          (i) declare or pay dividends on, make any other distributions on, or\n     redeem or purchase or otherwise acquire for consideration any shares of\n     stock ranking junior (either as to dividends or upon liquidation,\n     dissolution or winding up) to, the Series A Preferred Stock;\n\n          (ii) declare or pay dividends on or make any other distributions on\n     any shares of stock ranking on a parity as to dividends with the Series A\n     Preferred Stock, unless dividends are paid ratably on the Series A\n     Preferred Stock and all such parity stock on which dividends are payable or\n     in arrears in proportion to the total amounts to which the holders of all\n     such shares are then entitled;\n\n          (iii) except as permitted by subparagraph (iv) of this paragraph 4\n     (A), redeem or purchase or otherwise acquire for consideration shares of\n     any stock ranking on a parity (either as to dividends or upon liquidation,\n     dissolution or winding up) with the Series A Preferred Stock; PROVIDED that\n     the Corporation may at any time redeem, purchase or otherwise acquire\n     shares of any such parity stock in exchange for shares of any stock of the\n     Corporation ranking junior (both as to dividends and upon liquidation,\n     dissolution or winding up) to the Series A Preferred Stock; or\n\n          (iv) purchase or otherwise acquire for consideration any shares of\n     Series A Preferred Stock, or any shares of stock ranking on a parity with\n     the Series A Preferred Stock (either as to dividends or upon liquidation,\n     dissolution or winding up), except in accordance with a purchase offer made\n     in writing or by publication (as determined by the Board of Directors) to\n     all holders of such shares upon such terms as the Board of Directors, after\n     consideration of the respective annual dividend rates and other relative\n     rights and preferences of the respective series and classes, shall\n     determine in good faith will result in fair and equitable treatment among\n     the respective series or classes.\n\n          (B) The Corporation shall not permit any subsidiary of the Corporation\nto purchase or otherwise acquire for consideration any shares of stock of the\nCorporation unless the Corporation could, under paragraph (A) of this Section 4,\npurchase or otherwise acquire such shares at such time and in such manner.\n\n          (C) The Corporation shall not issue any shares of Series A Preferred\nStock except upon exercise of rights (the 'RIGHTS') issued pursuant to that\ncertain Rights Agreement dated as of August 6, 1990 between the Corporation (as\nsuccessor to Harley-Davidson, Inc., a \n\n\n                                       -7-\n\n\n\n\nDelaware corporation) and First Wisconsin Trust Company (the RIGHTS AGREEMENT'),\na copy of which is on file with the Secretary of the Corporation at its\nprincipal executive office and shall be made available to shareholders of record\nwithout charge upon written request therefor addressed to said Secretary.\nNotwithstanding the foregoing sentence, nothing contained in the provisions\nhereof shall prohibit or restrict the Corporation from issuing for any purpose\nany series of preferred stock with rights and privileges similar to, different\nfrom, or greater than, those of the Series A Preferred Stock.\n\n          Section 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock\npurchased or otherwise acquired by the Corporation in any manner whatsoever\nshall be retired and canceled promptly after the acquisition thereof. The\nCorporation shall cause all such shares upon their retirement and cancellation\nto become authorized but unissued shares of Preferred Stock, without designation\nas to series, and such shares may be reissued as part of a new series of\nPreferred Stock to be created by resolution or resolutions of the Board of\nDirectors.\n\n          Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any voluntary\nor involuntary liquidation, dissolution or winding up of the Corporation, no\ndistribution shall be made (i) to the holders of shares of stock ranking junior\nto the Series A Preferred Stock (upon liquidation, dissolution or winding up)\nunless the holders of shares of Series A Preferred Stock shall have received,\nsubject to adjustment as hereinafter provided, the greater of either (A) $1.00\nper share plus an amount equal to accrued and unpaid dividends and distributions\nthereon, whether or not earned or declared, to the date of such payment, or (B)\nthe amount equal to 100 times the aggregate amount to be distributed per share\nto holders of Common Stock, or (ii) to the holders of stock ranking on a parity\nupon liquidation, dissolution or winding up with the Series A Preferred Stock,\nunless simultaneously therewith distributions are made ratably on the Series A\nPreferred Stock and all other shares of such parity stock in proportion to the\ntotal amounts to which the holders of shares of Series A Preferred Stock are\nentitled under clause (i) (A) of this sentence and to which the holders of such\nparity shares are entitled, in each case upon such liquidation, dissolution or\nwinding up. The amount to which holders of Series A Preferred Stock shall be\nentitled upon liquidation, dissolution or winding up of the Corporation pursuant\nto clause (i) (B) of the foregoing sentence is hereinafter referred to as the\n'PARTICIPATING LIQUIDATION AMOUNT' and the multiple of the amount to be\ndistributed to holders of shares of Common Stock upon the liquidation,\ndissolution or winding up of the Corporation applicable pursuant to said clause\nto the determination of the Participating Liquidation Amount, which shall be 100\ninitially but shall be adjusted from time to time as hereinafter provided, is\nhereinafter referred to as the 'LIQUIDATION MULTIPLE'. In the event the\nCorporation shall at any time after June 1, 1991 declare or pay any dividend on\nCommon Stock payable in shares of Common Stock, or effect a subdivision or split\nor a combination, consolidation or reverse split of the outstanding shares of\nCommon Stock into a greater or lesser number of shares of Common Stock, then in\neach such case the Liquidation Multiple thereafter applicable to the\ndetermination of the Participating Liquidation Amount to which holders of Series\nA Preferred Stock shall be entitled after such event shall be the Liquidation\nMultiple applicable immediately prior to such event multiplied by a fraction the\n\n\n                                       -8-\n\n\n\nnumerator of which is the number of shares of Common Stock outstanding\nimmediately after such event and the denominator of which is the number of\nshares of Common Stock that were outstanding immediately prior to such event.\n\n          Section 7. CERTAIN RECLASSIFICATIONS AND OTHER EVENTS.\n\n          (A) In the event that holders of shares of Common Stock of the\nCorporation receive after June 1, 1991 in respect of their shares of Common\nStock any share of capital stock of the Corporation (other than any share of\nCommon Stock of the Corporation), whether by way of reclassification,\nrecapitalization, reorganization, dividend or other distribution or otherwise (a\n'TRANSACTION'), then and in each such event the dividend rights, voting rights\nand rights upon the liquidation, dissolution or winding up of the Corporation of\nthe shares of Series A Preferred Stock shall be adjusted so that after such\nevent the holders of Series A Preferred Stock shall be entitled, in respect of\neach share of Series A Preferred Stock held, in addition to such rights in\nrespect thereof to which such holder was entitled immediately prior to such\nadjustment, to (i) such additional dividends as equal the Dividend Multiple in\neffect immediately prior to such Transaction multiplied by the additional\ndividends which the holder of a share of Common Stock shall be entitled to\nreceive by virtue of the receipt in the Transaction of such capital stock, (ii)\nsuch additional voting rights as equal the Vote Multiple in effect immediately\nprior to such Transaction multiplied by the additional voting rights which the\nholder of a share of Common Stock shall be entitled to receive by virtue of the\nreceipt in the Transaction of such capital stock and (iii) such additional\ndistributions upon liquidation, dissolution or winding up of the Corporation as\nequal the Liquidation Multiple in effect immediately prior to such Transaction\nmultiplied by the additional amount which the holder of a share of Common Stock\nshall be entitled to receive upon liquidation, dissolution or winding up of the\nCorporation by virtue of the receipt in the Transaction of such capital stock,\nas the case may be, all as provided by the terms of such capital stock.\n\n          (B) In the event that holders of shares of Common Stock of the\nCorporation receive after June 1, 1991 in respect of their shares of Common\nStock any right or warrant to purchase Common Stock (including as such a right,\nfor all purposes of this paragraph, any security convertible into or\nexchangeable for Common Stock) at a purchase price per share less than the\nCurrent Market Price (as hereinafter defined) of a share of Common Stock on the\ndate of issuance of such right or warrant, then and in each such event the\ndividend rights, voting rights and rights upon the liquidation, dissolution or\nwinding up of the Corporation of the shares of Series A Preferred Stock shall\neach be adjusted so that after such event the Dividend Multiple, the Vote\nMultiple and the Liquidation Multiple shall each be the product of the Dividend\nMultiple, the Vote Multiple and the Liquidation Multiple, as the case may be, in\neffect immediately prior to such event multiplied by a fraction the numerator of\nwhich shall be the number of shares of Common Stock outstanding immediately\nbefore such issuance of rights or warrants plus the maximum number of shares of\nCommon Stock which could be acquired upon exercise in full of all such rights or\nwarrants and the denominator of which shall be the number of shares of Common\nStock outstanding immediately before such issuance of rights or warrants plus\nthe number of shares of Common Stock which could be purchased, at the \n\n\n\n                                       -9-\n\n\n\nCurrent Market Price of the Common Stock at the time of such issuance, by the\nmaximum aggregate consideration payable upon exercise in full of all such rights\nor warrants.\n\n          (C) In the event that holders of shares of Common Stock of the\nCorporation receive after June 1, 1991 in respect of their shares of Common\nStock any right or warrant (except for the Rights) to purchase capital stock of\nthe Corporation (other than shares of Common Stock), including as such a right,\nfor all purposes of this paragraph, any security convertible into or\nexchangeable for capital stock of the Corporation (other than Common Stock), at\na purchase price per share less than the Current Market Price of such shares of\ncapital stock on the date of issuance of such right or warrant, then and in each\nsuch event the dividend rights, voting rights and rights upon liquidation,\ndissolution or winding up of the Corporation of the shares of Series A Preferred\nStock shall each be adjusted so that after such event each holder of a share of\nSeries A Preferred Stock shall be entitled, in respect of each share of Series A\nPreferred Stock held, in addition to such rights in respect thereof to which\nsuch holder was entitled immediately prior to such event, to receive (i) such\nadditional dividends as equal the Dividend Multiple in effect immediately prior\nto such event multiplied, first, by the additional dividends to which the holder\nof a share of Common Stock shall be entitled upon exercise of such right or\nwarrant by virtue of the capital stock which could be acquired upon such\nexercise and multiplied again by the Discount Fraction (as hereinafter defined)\nand (ii) such additional voting rights as equal the Vote Multiple in effect\nimmediately prior to such event multiplied, first, by the additional voting\nrights to which the holder of a share of Common Stock shall be entitled upon\nexercise of such right or warrant by virtue of the capital stock which could be\nacquired upon such exercise and multiplied again by the Discount Fraction and\n(iii) such additional distributions upon liquidation, dissolution or winding up\nof the Corporation as equal the Liquidation Multiple in effect immediately prior\nto such event multiplied, first, by the additional amount which the holder of a\nshare of Common Stock shall be entitled to receive upon liquidation, dissolution\nor winding up of the Corporation upon exercise of such right or warrant by\nvirtue of the capital stock which could be acquired upon such exercise and\nmultiplied again by the Discount Fraction. For purposes of this paragraph, the\n'DISCOUNT FRACTION' shall be a fraction the numerator of which shall be the\ndifference between the Current Market Price (as hereinafter defined) of a share\nof the capital stock subject to a right or warrant distributed to holders of\nshares of Common Stock of the Corporation as contemplated by this paragraph\nimmediately after the distribution thereof and the purchase price per share for\nsuch share of capital stock pursuant to such right or warrant and the\ndenominator of which shall be the Current Market Price of a share of such\ncapital stock immediately after the distribution of such right or warrant.\n\n          (D) For purposes of this Section 7, the 'CURRENT MARKET PRICE' of a\nshare of capital stock of the Corporation (including a share of Common Stock) on\nany date shall be deemed to be the average of the daily closing prices per share\nthereof over the 30 consecutive Trading Days (as such term is hereinafter\ndefined) immediately prior to such date; PROVIDED, HOWEVER, that, in the event\nthat such Current Market Price of any such share of capital stock is determined\nduring a period which includes any date that is within 30 Trading Days after the\nex-dividend date for (i) a dividend or distribution on stock payable in shares\nof such stock or \n\n\n                                       -10-\n\n\n\n\nsecurities convertible into shares of such stock, or (ii) any subdivision,\nsplit, combination, consolidation, reverse stock split or reclassification of\nsuch stock, then, and in each such case, the Current Market Price shall be\nappropriately adjusted by the Board of Directors of the Corporation to reflect\nthe Current Market Price of such stock to take into account ex-dividend trading.\nThe closing price for any day shall be the last sale price, regular way, or, in\ncase no such sale takes place on such day, the average of the closing bid and\nasked prices, regular way, in either case as reported in the principal\nconsolidated transaction reporting system with respect to securities listed or\nadmitted to trading on the New York Stock Exchange or, if the shares are not\nlisted or admitted to trading on the New York Stock Exchange, as reported in the\nprincipal consolidated transaction reporting system with respect to securities\nlisted on the principal national securities exchange on which the shares are\nlisted or admitted to trading or, if the shares are not listed or admitted to\ntrading on any national securities exchange, the last quoted price or, if not so\nquoted, the average of the high bid and low asked prices in the over-the-counter\nmarket, as reported by the National Association of Securities Dealers, Inc.\nAutomated Quotation System ('NASDAQ') or such other system then in use, or if on\nany such date the shares are not quoted by any such organization, the average of\nthe closing bid and asked prices as furnished by a professional market maker\nmaking a market in the shares selected by the Board of Directors of the\nCorporation. The term 'TRADING Day' shall mean a day on which the principal\nnational securities exchange on which the shares are listed or admitted to\ntrading is open for the transaction of business or, if the shares are not listed\nor admitted to trading on any national securities exchange, on which the New\nYork Stock Exchange or such other national securities exchange as may be\nselected by the Board of Directors of the Corporation is open. If the shares are\nnot publicly held or not so listed or traded on any day within the period of 30\nTrading Days applicable to the determination of Current Market Price thereof as\naforesaid, 'Current Market Price' shall mean the fair market value thereof per\nshare as determined in good faith by the Board of Directors of the Corporation.\nIn either case referred to in the foregoing sentence, the determination of\nCurrent Market Price shall be described in a statement filed with the Secretary\nof the Corporation.\n\n          Section 8. CONSOLIDATION, MERGER, ETC. In case the Corporation shall\nenter into any consolidation, merger, combination, share exchange or other\ntransaction in which the shares of Common Stock are exchanged for or changed\ninto other stock or securities, cash and\/or any other property, then in any such\ncase each outstanding share of Series A Preferred Stock shall at the same time\nbe similarly exchanged for or changed into the aggregate amount of stock,\nsecurities, cash and\/or other property (payable in like kind), as the case may\nbe, for which or into which each share of Common Stock is changed or exchanged\nmultiplied by the highest of the Vote Multiple, the Dividend Multiple or the\nLiquidation Multiple in effect immediately prior to such event.\n\n          Section 9. EFFECTIVE TIME OF ADJUSTMENTS.\n\n          (A) Adjustments to the Series A Preferred Stock required by the\nprovisions hereof shall be effective as of the time at which the event requiring\nsuch adjustments occurs.\n\n\n                                       -11-\n\n\n          (B) The Corporation shall give prompt written notice to each holder of\na share of Series A Preferred Stock of the effect of any adjustment to the\nvoting rights, dividend rights or rights upon liquidation, dissolution or\nwinding up of the Corporation of such shares required by the provisions hereof.\nNotwithstanding the foregoing sentence, the failure of the Corporation to give\nsuch notice shall not affect the validity of or the force or effect of or the\nrequirement for such adjustment.\n\n          Section 10. NO REDEMPTION. The shares of Series A Preferred Stock\nshall not be redeemable at the option of the Corporation or any holder thereof.\nNotwithstanding the foregoing sentence of this Section, the Corporation may\nacquire shares of Series A Preferred Stock in any other manner permitted by law,\nthe provisions hereof and the Restated Articles of Incorporation of the\nCorporation.\n\n          Section 11. RANKING. Unless otherwise provided in the Restated\nArticles of Incorporation of the Corporation or Articles of Amendment relating\nto a subsequent series of preferred stock of the Corporation, the Series A\nPreferred Stock shall rank junior to all other series of the Corporation's\npreferred stock (as to the payment of dividends and the distribution of assets\non liquidation, dissolution or winding up) and senior to the Common Stock.\n\n          Section 12. AMENDMENT. Subsequent to the Distribution Date (as defined\nunder the Rights Agreement), the provisions hereof and the Restated Articles of\nIncorporation of the Corporation shall not be amended in any manner which would\nadversely affect the rights, privileges or powers of the Series A Preferred\nStock without, in addition to any other vote of shareholders required by law,\nthe affirmative vote of the holders of eighty percent or more of the outstanding\nshares of Series A Preferred Stock, voting together as a single class.\n\n          Section 13. FRACTIONAL SHARES. A holder of one or more fractional\nshares of Series A Preferred Stock shall, to the extent of such fractional\nshares held, be entitled to exercise voting rights, receive dividends thereon,\nparticipate in any of the assets of the Corporation in the event of liquidation\nand otherwise exercise the rights and receive the benefits to which holders of\nSeries A Preferred Stock are entitled.\n\n                                    ARTICLE V\n\n          (a) VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.\n\n          (i) In addition to any affirmative vote required by law or these\n     Restated Articles of Incorporation, and except as otherwise expressly\n     provided in Section (b) of this ARTICLE V:\n\n               (A) any merger of the Corporation or any Subsidiary (as\n          hereinafter defined), or any share exchange to which the Corporation\n          is a party with (I) any Interested Shareholder (as hereinafter\n          defined) or (II) any other corporation (whether or not an Interested\n          Shareholder) which is, or after such merger or \n\n\n                                       -12-\n\n\n\n          consolidation would be, an Affiliate (as hereinafter defined) of an\n          Interested Shareholder; or\n\n               (B) any sale, lease, exchange, mortgage, pledge, transfer or\n          other disposition (in one transaction or in a series of transactions)\n          to or with any Interested Shareholder or any Affiliate of any\n          Interested Shareholder of all or a Substantial Part of the assets of\n          the Corporation (including, without limitation, any securities of a\n          Subsidiary) or any Subsidiary; or\n\n               (C) the issuance or transfer by the Corporation or any Subsidiary\n          (in one transaction or in a series of transactions) of any securities\n          of the Corporation or any Subsidiary to any Interested Shareholder or\n          any Affiliate of any Interested Shareholder in exchange for cash,\n          securities or other property (or a combination thereof); or\n\n               (D) the adoption of any plan or proposal for the liquidation or\n          dissolution of the Corporation proposed by or on behalf of an\n          Interested Shareholder or any Affiliate of any Interested Shareholder;\n          or\n\n               (E) any reclassification of securities (including any reverse\n          stock split), or recapitalization of the Corporation, or any merger of\n          the Corporation with any of its Subsidiaries or any share exchange to\n          which the Corporation is a party or any self tender offer for or\n          repurchase of securities of the Corporation by the Corporation or any\n          Subsidiary or any other transaction (whether or not with or into or\n          otherwise involving an Interested Shareholder) which has the effect,\n          directly or indirectly, of increasing the proportionate share of the\n          outstanding shares of any class of equity or convertible securities of\n          the Corporation or any Subsidiary which is directly or indirectly\n          owned by any Interested Shareholder or any Affiliate of any Interested\n          Shareholder, shall require the affirmative vote of the holders of at\n          least 66-2\/3% of the voting power of the then outstanding shares of\n          stock of the Corporation entitled to vote generally in the election of\n          directors (the 'Voting Stock') (it being understood that for purposes\n          of this ARTICLE V, each share of the Voting Stock shall have the\n          number of votes granted to it pursuant to ARTICLE IV of these Restated\n          Articles of Incorporation), which vote shall include the affirmative\n          vote of at least a majority of the voting power of the then\n          outstanding shares of Voting Stock held by shareholders other than the\n          Interested Shareholder. Such affirmative vote shall be required\n          notwithstanding the fact that no vote may be required, or that a\n          lesser percentage may be specified, by law or by these Restated\n          Articles of Incorporation or in any agreement with any national\n          securities exchange or otherwise.\n\n\n                                      -13-\n\n\n          (ii) The term 'Business Combination' as used in this ARTICLE V shall\n     mean any transaction which is referred to in any one or more of\n     subparagraphs (A) through (E) of paragraph (i) of this Section (a).\n\n          (b) WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section (a) of\nthis ARTICLE V shall not be applicable to any particular Business Combination,\nand such Business Combination shall require only such affirmative vote as is\nrequired by law, any other provision of these Restated Articles of Incorporation\nor any agreement with any national securities exchange, if, in the case of a\nBusiness Combination that does not involve any cash or other consideration being\nreceived by the shareholders of the Corporation, solely in their respective\ncapacities as shareholders of the Corporation, the condition specified in the\nfollowing paragraph (i) is met, or, in the case of any other Business\nCombination, the conditions specified in either of the following paragraphs (i)\nand (ii) are met:\n\n          (i) The Business Combination shall have been approved by a majority of\n     the Disinterested Directors (as hereinafter defined).\n\n          (ii) Each of the five conditions specified in the following\n     subparagraphs (A) through (E) shall have been met:\n\n               (A) The aggregate amount of the cash and the Fair Market Value\n          (as hereinafter defined) as of the date of consummation of the\n          Business Combination of consideration other than cash to be received\n          per share by holders of each class of Voting Stock in such Business\n          Combination shall be at least equal to the higher of the following:\n\n                    (I) (if applicable) the Highest Per Share Price (as\n               hereinafter defined) (including the brokerage commissions,\n               transfer taxes and soliciting dealers' fees) paid in order to\n               acquire any shares of such class of Voting Stock beneficially\n               owned by the Interested Shareholder which were acquired\n               beneficially by such Interested Shareholder (x) within the\n               two-year period immediately prior to the first public\n               announcement of the proposal of the Business Combination (the\n               'Announcement Date') or (y) in the transaction in which it became\n               an Interested Shareholder, whichever is higher; or\n\n                    (II) the Fair Market Value per share of such class of Voting\n               Stock on the Announcement Date or on the date on which the\n               Interested Shareholder became an Interested Shareholder (such\n               latter date is referred to in this ARTICLE V as the\n               'Determination Date'), whichever is higher; or\n\n                    (III) an amount which bears the same or greater percentage\n               relationship to the Fair Market Value of such class of Voting\n               Stock on the Announcement Date as the Highest Per Share Price\n\n\n                                      -14-\n\n\n               determined in (ii) (A) (I) above bears to the Fair Market Value\n               of such class of Voting Stock on the date of the commencement of\n               the acquisition of Voting Stock by such Interested Shareholder.\n\n               (B) The consideration to be received by holders of the\n          outstanding Voting Stock shall be in cash or in the same form as was\n          previously paid in order to acquire beneficially shares of Voting\n          Stock that are beneficially owned by the Interested Shareholder. If\n          the Interested Shareholder beneficially owns shares of Voting Stock\n          that were acquired with varying forms of consideration, the form of\n          consideration to be received by holders of Voting Stock shall be\n          either cash or the form used to acquire beneficially the largest\n          number of shares of Voting Stock beneficially acquired by it prior to\n          the Announcement Date.\n\n               (C) After such Interested Shareholder has become an Interested\n          Shareholder and prior to consummation of such Business Combination:\n          (I) there shall have been (x) no reduction in the annual rate of\n          dividends paid on the Voting Stock (except as necessary to reflect any\n          subdivision of the Voting Stock), except as approved by a majority of\n          the Disinterested Directors, and (y) an increase in such annual rate\n          of dividends as necessary to reflect any reclassification (including\n          any reverse stock split), recapitalization, reorganization or any\n          similar transaction which has the effect of reducing the number of\n          outstanding shares of the Voting Stock, unless the failure so to\n          increase such annual rate is approved by a majority of the\n          Disinterested Directors; and (II) such Interested Shareholder shall\n          have not become the beneficial owner of any additional shares of\n          Voting Stock except as part of the transaction which resulted in such\n          Interested Shareholder becoming an Interested Shareholder.\n\n               (D) After such Interested Shareholder has become an Interested\n          Shareholder, such Interested Shareholder shall not have received the\n          benefit, directly or indirectly (except proportionately as a\n          shareholder), of any loans, advances, guarantees, pledges or other\n          financial assistance or any tax credits or other tax advantages\n          provided by the Corporation, whether in anticipation of or in\n          connection with such Business Combination or otherwise.\n\n               (E) A proxy or information statement describing the proposed\n          Business Combination and complying with the requirements of the\n          Securities Exchange Act of 1934 and the rules and regulations\n          thereunder (or any subsequent provisions replacing such Act, rules or\n          regulations) shall be mailed to shareholders of the Corporation at\n          least 30 days prior to the consummation of such Business Combination\n          (whether or not such proxy or information statement is required to be\n          mailed pursuant to such Act or subsequent provisions).\n\n          (c)  CERTAIN DEFINITIONS. For the purposes of this ARTICLE V:\n\n\n                                      -15-\n\n\n          (i) A 'person' shall mean any individual, firm, corporation, group (as\n     such term is defined in Section 13(d) (3) of the Securities Exchange Act of\n     1934, as in effect on March l, 1991) or other entity.\n\n          (ii) 'Interested Shareholder' shall mean any person (other than the\n     Corporation, any Subsidiary or any compensation or retirement plan of the\n     Corporation) who or which, as of the record date for the determination of\n     shareholders entitled to notice of and to vote on such Business Combination\n     or immediately prior to the consummation of any such transaction:\n\n               (A) is the beneficial owner, directly or indirectly, of more than\n          10% of the voting power of the outstanding Voting Stock; or\n\n               (B) is an Affiliate of the Corporation and at any time within the\n          two-year period immediately prior to the date in question was the\n          beneficial owner, directly or indirectly, of 10% or more of the voting\n          power of the then outstanding Voting Stock; or\n\n               (C) is an assignee of or has otherwise succeeded to beneficial\n          ownership of any shares of Voting Stock which were at any time within\n          the two-year period immediately prior to the date in question\n          beneficially owned by any Interested Shareholder, if such assignment\n          or succession shall have occurred in the course of a transaction or\n          series of transactions not involving a public offering within the\n          meaning of the Securities Act of 1933.\n\n          (iii) A person shall be a 'beneficial owner' of any Voting Stock:\n\n               (A) which such person or any of its Affiliates or Associates (as\n          hereinafter defined) beneficially owns, directly or indirectly; or\n\n               (B) which such person or any of its Affiliates or Associates has\n          (I) the right to acquire (whether such right is exercisable\n          immediately or only after the passage of time), pursuant to any\n          agreement, arrangement or understanding or upon the exercise of\n          conversion rights, exchange rights, warrants or options, or otherwise\n          or (II) the right to vote or direct the vote pursuant to any\n          agreement, arrangement or understanding; or\n\n               (C) which are beneficially owned, directly or indirectly, by any\n          other person with which such person or any of its Affiliates or\n          Associates has any agreement, arrangement or understanding for the\n          purposes of acquiring, holding, voting or disposing of any shares of\n          Voting Stock.\n\n          (iv) For the purposes of determining whether a person is an Interested\n     Shareholder pursuant to paragraph (ii) of this Section (c), the number of\n     shares of Voting Stock deemed to be outstanding shall include shares deemed\n     owned through \n\n\n\n                                      -16-\n\n\n\n\n     application of paragraph (iii) of this Section (c) but shall not include\n     any other shares of Voting Stock which may be issuable pursuant to any\n     agreement, arrangement or understanding or upon exercise of conversion\n     rights, warrants or options, or otherwise.\n\n          (v) 'Affiliate' and 'Associate' shall have the respective meanings\n     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations\n     under the Securities Exchange Act of 1934 as in effect on March 1, 1991.\n\n          (vi) 'Subsidiary' means any corporation of which a majority of any\n     class of equity security is owned, directly or indirectly, by the\n     Corporation or by a Subsidiary or by the Corporation and one or more\n     subsidiaries; provided, however, that for the purposes of the definition of\n     Interested Shareholder set forth in paragraph (ii) of this Section (c), the\n     term 'Subsidiary' shall mean only a corporation of which a majority of each\n     class of equity security is owned, directly or indirectly, by the\n     Corporation.\n\n          (vii) 'Substantial Part' means more than 10% of the book value of the\n     total assets of the person or entity in question, as of the end of its most\n     recent fiscal year ending prior to the time of the determination.\n\n          (viii) 'Disinterested Director' means any member of the Board of\n     Directors of the Corporation who is unaffiliated with, and not a nominee\n     of, the Interested Shareholder and was a member of the Board of Directors\n     prior to the time that the Interested Shareholder became an Interested\n     Shareholder, and any successor of a Disinterested Director who is\n     unaffiliated with, and not a nominee of, the Interested Shareholder and who\n     is recommended to succeed a Disinterested Director by a majority of\n     Disinterested Directors then on the Board of Directors.\n\n          (ix) 'Fair Market Value' means: (A) in the case of stock, the highest\n     closing sale price during the 30-day period immediately preceding the date\n     in question of a share of such stock on the Composite Tape for New York\n     Stock Exchange-Listed Stocks, or, if such stock is not quoted on the\n     Composite Tape, on the New York Stock Exchange, or, if such stock is not\n     listed on such Exchange, on the Composite Tape for American Stock\n     Exchange-Listed Stocks, or if such stock is not quoted on such Composite\n     Tape, on the American Stock Exchange or on the principal United States\n     securities exchange registered under the Securities Exchange Act of 1934 on\n     which such stock is listed, or, if such stock is not listed on any such\n     exchange, the highest closing sales price or bid quotation with respect to\n     a share of stock during the 30-day period preceding the date in question on\n     the National Association of Securities Dealers, Inc. Automated Quotations\n     System or any system then in use, or if no such quotations are available,\n     the fair market value on the date in question of a share of such stock as\n     determined by a majority of the Disinterested Directors in good faith; and\n     (B) in the case of stock of any class or series which is not traded on any\n     United States registered securities exchange nor in the over-the-counter\n     market or in the case of property other\n\n\n                                      -17-\n\n\n\n\n     than cash or stock, the fair market value of such property on the date in\n     question as determined by a majority of the Disinterested Directors in good\n     faith.\n\n          (x) References to 'Highest Per Share Price' shall reflect an \n     appropriate adjustment for any dividend or distribution in shares of Voting\n     Stock or any stock split or reclassification of outstanding shares of such\n     stock into a greater number of shares of such stock or any combination or\n     reclassification of outstanding shares of such stock into a smaller number\n     of shares of such stock.\n\n          (xi) In the event of any Business Combination in which the Corporation\n     survives, the phrase 'consideration other than cash to be received' as used\n     in subparagraph (A) of paragraph (ii) of Section (b) of this ARTICLE V\n     shall include the shares of Voting Stock retained by the holders of such\n     shares.\n\n          (d) POWERS OF THE BOARD OF DIRECTORS. A majority of the Disinterested\nDirectors of the Corporation shall have the power and duty to determine for the\npurposes of this ARTICLE V on the basis of information known to them after\nreasonable inquiry, all facts necessary to determine compliance with this\nARTICLE V, including, without limitation, (i) whether a person is an Interested\nShareholder, (ii) whether a Business Combination is proposed by or on behalf of\nan Interested Shareholder or an Affiliate of an Interested Shareholder, (iii)\nthe number of shares of Voting Stock beneficially owned by any person, (iv)\nwhether a person is an Affiliate or Associate of another person, (v) whether the\nrequirements of Section (b) (ii) of this ARTICLE V have been met with respect to\nany Business Combination, and (vi) whether any Business Combination involves all\nor a Substantial Part of the assets of the Corporation or any Subsidiary. The\ngood faith determination of a majority of the Disinterested Directors shall be\nconclusive and binding for all purposes of this ARTICLE V.\n\n          (e) NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.\nNothing contained in this ARTICLE V shall be construed to relieve any Interested\nShareholder from any fiduciary obligation imposed by law.\n\n          (f) AMENDMENT OR REPEAL. Notwithstanding any other provision of these\nRestated Articles of Incorporation or the By-laws of the Corporation to the\ncontrary (and notwithstanding the fact that a lesser percentage may be specified\nby law, these Restated Articles of Incorporation or the By-laws of the\nCorporation), the affirmative vote of the holders of at least 66-2\/3% of the\nvoting power of the then outstanding shares of Voting Stock shall be required to\nalter, amend or repeal this ARTICLE V or to adopt any provision inconsistent\ntherewith provided, however, that if there is an Interested Shareholder on the\nrecord date for the meeting at which such action is submitted to the\nshareholders for this consideration, such 66-2\/3% vote must include the\naffirmative vote of at least a majority of the voting power of the then\noutstanding shares of Voting Stock held by shareholders other than the\nInterested Shareholder.\n\n\n                                      -18-\n\n\n                                   ARTICLE VI\n\n          (a) BOARD OF DIRECTORS.\n\n          (i) NUMBER, TERM AND QUALIFICATION. The authorized number of directors\n     of the Corporation which shall constitute the entire Board of Directors\n     shall be such as from time to time shall be determined by a majority of the\n     then authorized number of directors, but in no case shall the authorized\n     number of directors be less than six nor more than fifteen. The directors\n     shall be divided with respect to the time for which they severally hold\n     office into three classes, as nearly equal in number as possible (but with\n     not less than two directors in each class), as determined by the Board of\n     Directors, with the members of each class to hold office until their\n     successors have been elected and qualified. At each annual meeting of\n     shareholders, the successors of the members of the class of directors whose\n     term expires at that meeting shall be elected to hold office for a term\n     expiring at the annual meeting of shareholders held in the third year\n     following the year of their election. No decrease in the number of\n     directors constituting the Board of Directors shall shorten the term of any\n     incumbent director.\n\n          (ii) REMOVAL. Any director may be removed from office by the\n     shareholders, but only for cause and only by the affirmative vote of a\n     majority of the votes then entitled to be cast in an election of directors.\n\n          (iii) VACANCIES. Any vacancy occurring in the Board of Directors,\n     including, but not limited to, a vacancy created by an increase in the\n     number of directors or the removal of a director, shall be filled only by\n     the affirmative vote of a majority of the directors then in office, even if\n     such majority is less than a quorum of the Board of Directors, or by a sole\n     remaining director. If no director remains in office, any vacancy may be\n     filled by the shareholders. Any director elected to fill a vacancy shall\n     serve until the next election of the class for which such director shall\n     have been chosen.\n\n          (b) NOMINATIONS AND QUALIFICATIONS OF DIRECTORS. Nominations for the\nelection of directors may be made by the Board of Directors or a committee\nappointed by the Board of Directors or by any shareholder entitled to vote\ngenerally in the election of directors. However, any shareholder entitled to\nvote generally in the election of directors may nominate one or more persons for\nelection as directors at a meeting only if written notice of such shareholder's\nintent to make such nominations has been given, either by personal delivery or\nby United States mail, postage prepaid, to the Secretary of the Corporation not\nlater than (i) with respect to an election to be held at an annual meeting of\nshareholders, 60 calendar days in advance of the date in the current fiscal year\nof the Corporation corresponding to the date the Corporation released its proxy\nstatement to shareholders in connection with the annual meeting for the\nimmediately preceding year and (ii) with respect to an election to be held at a\nspecial meeting of shareholders for the election of directors, the close of\nbusiness on the seventh day following the date on which notice of such meeting\nis first given to shareholders. Each such notice shall set forth: (A) the name\nand address of the shareholder who intends to make the \n\n\n                                      -19-\n\n\n\n\nnomination and of the person or persons to be nominated, (B) a representation\nthat the shareholder is entitled to vote at such meeting and intends to appear\nin person or by proxy at the meeting to nominate the person or persons specified\nin the notice, (C) a description of all arrangements or understandings between\nthe shareholder and each nominee and any other person or persons (naming such\nperson or persons) pursuant to which the nomination or nominations are to be\nmade by the shareholder, (D) such other information regarding each nominee\nproposed by such shareholder as would be required to be included in a proxy\nstatement filed pursuant to the then current proxy rules of the Securities and\nExchange Commission, if the nominee were to be nominated by the Board and (E)\nthe consent of each nominee to serve as a director of the Corporation if so\nelected. The chairman of the meeting may refuse to acknowledge the nomination of\nany person not made in compliance with the foregoing procedure. The directors\nshall be at least twenty-one years of age. Directors need not be shareholders.\nAt each meeting of shareholders for the election of directors at which a quorum\nis present, the persons receiving a plurality of the votes cast shall be elected\ndirectors.\n\n                                   ARTICLE VII\n\n          The shareholders shall not be entitled to take action without a\nmeeting by less than unanimous consent. Except as otherwise required by law and\nsubject to the express rights of the holders of any class or series of stock\nhaving a preference over the Common Stock as to dividends or upon liquidation,\nannual and special meetings of the shareholders shall be called, the record date\nor dates shall be determined and notice shall be sent as set forth in the\nBy-laws of the Corporation. Notwithstanding any other provisions of these\nRestated Articles of Incorporation or the By-laws of the Corporation (and\nnotwithstanding the fact that a lesser affirmative vote may be specified by\nlaw), the affirmative vote of shareholders possessing at least eighty percent of\nthe voting power of the then outstanding shares of all classes of stock of the\nCorporation generally possessing voting rights in elections of directors,\nconsidered for this purpose as one class, shall be required to amend, alter,\nchange or repeal, or to adopt any provision inconsistent with, sections 1.02,\n1.04 and 1.05 of Article I of the By-laws, or this ARTICLE VII or any provision\nthereof or hereof; provided, however, that the Board of Directors, may amend,\nalter, change or repeal, or adopt any provision inconsistent with, sections\n1.02, 1.04 and 1.05 of Article I of the By-laws, or any provision thereof,\nwithout a vote of shareholders.\n\n                                  ARTICLE VIII\n\n          Unless a greater number is required by law or by these Restated\nArticles of Incorporation, (a) action on a matter, other than the election of\ndirectors, by a voting group of shareholders is approved only if a majority of\nthe votes within the voting group represented (in person or by proxy) at a\nmeeting at which a quorum is present are cast in favor of the action and (b)\nnotwithstanding Section (a) of this Article VIII, these Restated Articles of\nIncorporation may only be amended by the affirmative vote of a majority of the\nvotes entitled to be cast by each voting group of shareholders entitled to vote\non the amendment.\n\n\n                                      -20-\n\n\n                                   ARTICLE IX\n\n          Annual meetings of shareholders shall be held, at a date, time and\nplace fixed by the Board of Directors and stated in the notice of meeting, to\nelect a Board of Directors and to transact such other business as may properly\ncome before the meeting. Special meetings of shareholders may be called only in\naccordance with the provisions of ARTICLE VII of these Restated Articles of\nIncorporation. At each meeting of shareholders only such business may be\nconducted as is (a) specified in the written notice of meeting given by or at\nthe direction of the Board of Directors, (b) in the case of an annual meeting,\nbrought before the meeting by the Board of Directors or by the chairman of the\nmeeting or (c) in the case of an annual meeting, specified in a written notice\ngiven by or on behalf of a shareholder of record, provided that written notice\nof such shareholder's intent to make a proposal or proposals has been given,\neither by personal delivery or by United States mail, postage prepaid, to the\nSecretary of the Corporation not later than 60 calendar days in advance of the\ndate in the current fiscal year of the Corporation corresponding to the date the\nCorporation released its proxy statement to shareholders in connection with the\nannual meeting for the immediately preceding year. Each such notice shall set\nforth: (a) the name and address of the shareholder who intends to make the\nproposal and the number of shares of the Corporation's capital stock owned or\ncontrolled by such shareholder, (b) a representation that the shareholder is\nentitled to vote at such annual meeting and intends to appear in person or by\nproxy at the annual meeting to make the proposal specified in the notice and (c)\nsuch other information regarding each proposal made by such shareholder as would\nbe required to be included in a proxy statement filed pursuant to the then\ncurrent proxy rules of the Securities and Exchange Commission with respect to\nsuch proposals. The chairman of the meeting may refuse to acknowledge any\nproposal not made in compliance with the foregoing procedure.\n\n\n                                      -21-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7723],"corporate_contracts_industries":[9389],"corporate_contracts_types":[9573,9575],"class_list":["post-41410","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harley-davidson-inc","corporate_contracts_industries-autos__cycles","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\/41410","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=41410"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41410"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41410"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41410"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}