MPSAMENDED AND RESTATED
ARTICLES OF INCORPORATION
MPS GROUP, INC.
The name of this Corporation is MPS Group, Inc.
The principal office and mailing address of this Corporation is One
Independent Drive, Jacksonville, Florida 32202.
This Corporation is authorized to issue four hundred million (400,000,000)
shares of Common Stock with a par value of one cent ($.01) per share, and ten
million (10,000,000) shares of Preferred Stock with a par value of one cent
($.01) per share. The Board of Directors shall have the authority to establish
series of the Preferred Stock and, by filing the appropriate Articles of
Amendment with the Department of State of the State of Florida, to establish the
designation of each series and the variations in rights, preferences, and
limitations for each series.
Section 1. Limitation of Liability
To the full extent that the Florida Business Corporation Act, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors or officers, a director or officer of
this Corporation shall not be liable to this Corporation or its shareholders for
any monetary damages.
Section 2. Indemnification
1. This Corporation shall indemnify a director or officer of this
Corporation who is or was a party to any proceeding by reason on has been made
that indemnification is not permissible, this Corporation shall make advances
and reimbursements for expenses incurred by a director or officer in a
proceeding upon receipt of an undertaking from him or her to repay the same if
it is ultimately determined that he or she is not entitled to indemnification.
Such undertaking shall be an unlimited, unsecured general obligation of the
director or officer and shall be accepted without reference to his or her
ability to make repayment. The Board of Directors is hereby empowered, by
majority vote of a quorum of disinterested directors, to contract in advance to
indemnify and advance the expenses of any director or officer.
2. The Board of Directors is hereby empowered, by majority vote of a quorum
of disinterested directors, to cause this Corporation to indemnify or contract
in advance to indemnify any person not specified in Article IV, Section 2(a) who
was or is a party to any proceeding, by reason of the fact that he or she is or
was an employee or agent of this Corporation, or is or was serving at the
request of this Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
profit or non-profit enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in Article IV, Section 2(a).
Section 3. Insurance
This Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance
with this Article and may also procure insurance, in such amounts as the Board
of Directors may determine, on behalf of any person who is or was a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability asserted
against or incurred by such person in any such capacity or arising from his or
her status as such, whether or not this Corporation would have power to
indemnify him or her against such liability under the provisions of this Article
Section 4. Change in Board of Directors
In the event there has been a change in the composition of a majority of
the Board of Directors after the date of the alleged act or omission with
respect to which indemnification is claimed, any determination as to
indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Article IV, Section 2(a) shall be made by
special legal counsel agreed upon by the Board of Directors and the proposed
indemnitee. If the Board of Directors and the proposed indemnitee are unable to
agree upon such special legal counsel, the Board of Directors and the proposed
indemnitee each shall select a nominee, and the nominees shall select such
special legal counsel.
Section 5. Application
The provisions of this Article IV shall be applicable to all actions,
claims, suits or proceedings commenced after the adoption hereof, whether
arising from any action taken or failure to act before or after such adoption.
No amendment, modification or repeal of this Article shall diminish the rights
provided hereby or diminish the right to indemnification with respect to any
claim, issue or matter in any then pending or subsequent proceeding that is
based in any material respect on any alleged action or failure to act prior to
such amendment, modification or repeal.
Section 6. Covered Persons
Reference herein to directors, officers, employees or agents shall include
former directors, officers, employees and agents and their respective heirs,
executors and administrators.
Section 7. Amendment
Notwithstanding any other provisions of the Articles of Incorporation or
the Bylaws of this Corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, the Articles of Incorporation or the Bylaws
of this Corporation), the provisions of this Article may be altered, amended or
repealed only by the affirmative vote of 75% or more of the voting power of all
the then outstanding shares of this Corporation's capital stock entitled to vote
on the election of directors, voting together as a single class.
Except as otherwise provided herein, these Articles of Incorporation may be
amended in the manner provided by law. Both the shareholders and the Board of
Directors may repeal, amend or adopt Bylaws for the corporation, pursuant to
these Articles, except that the shareholders may prescribe in any Bylaw made by
them that such Bylaw shall not be altered, repealed or amended by the Board of