RESTATED

 

ARTICLES OF INCORPORATION

 

OF

NATURE’S SUNSHINE PRODUCTS, INC.

 

We, the undersigned, natural persons being more than twenty-one years of age, acting as incorporators of a corporation pursuant to the provisions of the Utah Business Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation.

 

ARTICLE I

 

NAME

 

The name of the Corporation is Nature’s Sunshine Products, Inc.

 

ARTICLE II

 

DURATION

 

The Corporation shall continue in existence perpetually unless sooner dissolved according to the law.

 

ARTICLE III

 

PURPOSES

 

The purposes for which the Corporation is organized are:

 

1.             To buy, sell, grow, manufacture, produce, or otherwise deal in any and all food and /or food supplements and further, to purchase, invest in, acquire, and/or act as holding company for various other related businesses.  And further, to create, publish, sell, and otherwise deal in publications relating to but not limited to food and/or food supplements.

 

2.             To purchase, or otherwise acquire, and to hold, grant security interests in, pledge, sell, exchange, or otherwise dispose of , securities (which term includes, without limitation of the generality thereof, any shares of stocks, bonds, debentures, contracts, options, notes, mortgages, or other obligations, and any certificates, receipts, or other instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein or in any property or assets) created or issued by any persons, firm, associations, corporations, or governments or subdivisions thereof; to make payment therefore in any lawful manner; and to exercise, as owner or holder of any securities, any and all rights, powers, and privileges in respect thereof.

 

3.             To issue, offer, underwrite, buy, sell, sponsor, create, assign, transfer, pledge or otherwise deal in commodities, options, or double options on commodities of any kind whatsoever.

 

4.             To act as registrar or transfer agent either for itself or for others, including the cancellations, authentication, validation, issuance and execution of share certificates; the preparation and maintenance of any and all books, ledgers, journals and records in connection therewith; the execution, signing, verification, and acknowledgment of any kind and all documents or writings of any kind whatsoever; and all other acts necessary or appropriate in connection thereto.

 

5.             To do any act or thing provided or permitted herein either directly or indirectly through agents, independent contractors, joint ventures, subsidiaries, divisions, contractual arrangements or otherwise.

                6.             In general, to possess and exercise all the powers and privileges granted by the laws of the State of Utah or by these Articles of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the purpose of the Corporation.

 

7.             The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in these Articles of Incorporation, but the business and purposes specified in each of the foregoing clauses of this Article shall be regarded as independent businesses and purposes.

 

ARTICLES IV

 

CAPITALIZATION

 

The aggregate number of shares which the Corporation shall have authority to issue is 20,000,000 shares of Common Stock, no Par Value, each of which shall have equal voting rights.

 

ARTICLE V

 

PAID –IN CAPITAL

 

The Corporation shall not commence business until consideration of a value of a least $1,000.00 has been received by it as consideration for the issuance of its shares.

 

ARTICLE VI

 

PRE-EMPTIVE RIGHTS

 

No holder of shares of the Corporation of any class now or hereafter authorized, shall have any preferential or re-emptive right to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares or any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.  The Board of Directors of the Corporation shall have the right to issue the authorized and treasury shares of this Corporation at such time and upon such terms and conditions and for such consideration as the Board of Directors shall determine.

 

ARTICLE VII

 

OFFICERS AND DIRECTORS’ CONTRACTS

 

No contract or other transaction between this Corporation and any other firm or corporation shall be affected by the fact that a director or officer of this Corporation has an interest in, or is a director or officer of such firm or other corporation.  Any officer or director, individually or with others, may be a party to, or may have an interest in, any transaction of this Corporation or any transaction in which the Corporation is a party or has an interest.  Each person who is now or may become an officer or a director of this Corporation is hereby relieved from liability that might otherwise obtain in the event that such officer or director contracts with this Corporation for the benefit of himself or any firm or other corporation in which he may have an interest, provided such officer or director acts in good faith.

 

ARTICLE VIII

 

REGISTERED OFFICE AND AGENT

 

The address of the initial registered office of the Corporation is:

 

1055 North Main Street, Spanish Fork, Utah 84660 and the name of its initial registered agent at such address is:

                                                                                Kenneth E. Brailsford.

 

ARTICLE IX

 

DIRECTORS

 

The internal affairs of the Corporation shall be managed by a Board of Directors which shall have not less than three (3) nor more than nine (9) directors, as determined from time to time by the Board of Directors.  The original Board of Directors shall be comprised of five (5) persons.  The names and residence addresses of the persons who are to serve as directors until the first annual meeting of shareholders and until their successors are elected and shall qualify are as follows:

 

Name

 

Address

 

 

 

Kenneth E. Brailsford

 

42 North 1360 East

 

 

Springville, Utah 84663

 

 

 

G. Jay Hughes

 

Route 1, Box 435

 

 

Benjamin, Utah 84660

 

 

 

Kerry O. Asay

 

456 East 200 North

 

 

Provo, Utah 84601

 

 

 

Richard S. Hughes

 

260 West 600 North

 

 

Spanish Fork, Utah 84660

 

 

 

Eugene L. Hughes

 

2461 North 750 East

 

 

Provo, Utah 84601

 

The Board of Directors shall be and is divided into three classes, Class I, Class II, and Class III, which shall be as nearly equal in number as possible.  Each director shall serve for a term ending on the date of the third Annual Meeting following the Annual Meeting at which such director was elected; provided, however, that such initial director in Class I shall hold office until the Annual Meeting of Shareholders in 1985; each initial director in Class II shall hold office until the annual meeting of Shareholders in 1986; and each initial director in Class III shall hold office until the Annual Meeting of Shareholders in 1987.  Directors shall only be subject to removal before their term has expired upon the vote of at least three-fourths (75%) of the then issued and outstanding capital shares of the Corporation.  Provisions of this Article relating to classification of the Board of Directors or removal of directors shall not be subject to amendment or repeal without the approval of at least three-fourths (75%) of the then issued and outstanding shares of the capital stock of the Corporation.

 

ARTICLE X

 

INCORPORATORS

 

The names and residence addresses of the incorporators are:

 

Name

 

Address

 

 

 

Richard L. Chatham

 

700 South 330 East

 

 

Salt Lake City, Utah 84111

 

 

 

Burke T. Maxfield

 

1600 East 3970 South #3

 

 

Salt Lake City, Utah 84117

 

 

 

Hazel Ann Cowan

 

3795 South 900 East #6

 

 

Salt Lake City, Utah 84107

IN WITNESS WHEREOF, these Restated Articles of Incorporation have been executed as of the 17th day of January, 1989.

 

 

 

NATURE’S SUNSHINE PRODUCTS, INC.

 

 

 

 

 

 

 

By:

\s\ Kerry O. Asay

 

 

     Kerry O. Asay, President

 

 

 

 

By:

\s\ Brent F. Ashworth

 

 

     Brent F. Ashworth, Secretary

 

 

 

 

 

 

ARTICLES OF AMENDMENT TO THE 
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
NATURE’S SUNSHINE PRODUCTS, INC.

 

May 10, 2013

 

In accordance with Section 16-10a-1006 of the Utah Revised Business Corporation Act (the “Utah Act”), Nature’s Sunshine Products, Inc., a Utah corporation (the “Corporation”), hereby declares and certifies as follows:

 

1.                                      The name of the Corporation is Nature’s Sunshine Products, Inc.

 

2.                                      The text of the amendments (collectively, the “Amendments”) to the Amended and Restated Articles of Incorporation of the Corporation are set forth below.

 

The second paragraph of Article VI of the Amended and Restated Articles of Incorporation is hereby amended and restated in its entirety as follows:

 

All directors elected by shareholders at and after the 2013 annual meeting of shareholders shall hold office until the next annual meeting of shareholders.  Directors whose terms do not expire at the 2013 annual meeting of shareholders shall hold office until the annual meeting for the year in which the director’s term expires.  When a vacancy on the Board of Directors is filled, the director chosen to fill that vacancy shall serve until the next annual meeting of shareholders.  Notwithstanding the foregoing, each director shall hold office until his or her successor shall have been elected and qualified or until such director’s earlier death, resignation or removal.  No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

 

The third paragraph of Article VI of the Amended and Restated Articles of Incorporation is hereby amended and restated in its entirety as follows:

 

The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal.  Notwithstanding the preceding sentence, directors may only be removed for cause and for the affirmative vote of at least a majority of the shares then entitled to vote at an election of directors.

 

The sole paragraph of Article IX of the Amended and Restated Articles of Incorporation is hereby amended and restated in its entirety as follows:

 

The Corporation reserves the right to amend these Restated Articles in any manner provided herein or permitted by the

 



 

Revised Act, and all rights and powers, if any, conferred herein on shareholders, directors and officers are subject to the reserved power.  Notwithstanding the foregoing, without the affirmative vote of the holders of record of a majority of the Corporation’s shares then outstanding and entitled to vote on the amendment, the Corporation shall not alter, amend or repeal Article VI, Article VII, Article VIII or Article IX.

 

3.                                      The Amendments were adopted by the Corporation’s shareholders at an annual meeting of shareholders held on May 8, 2013 (the “Shareholders’ Meeting”), in accordance with the requirements of the Utah Act.

 

4.                                      The Corporation has 15,853,760 shares of Common Stock outstanding and eligible to vote on the Amendments.  The number of Common Stock votes indisputably represented at the Shareholders’ Meeting was 13,803,430.  At the Shareholders’ Meeting, votes represented by the Common Stock were cast in favor of the Amendments as set forth below. The number of votes cast in favor of the Amendments was sufficient for approval of the Amendments.(1)

 

 

 

Voting

 

Amendment

 

For

 

Against

 

Abstain

 

Amendments to Articles of Incorporation to phase out the classified Board of Directors.

 

12,303,103

 

27,966

 

11,893

 

 

 

 

For

 

Against

 

Abstain

 

Amendments to Articles of Incorporation to eliminate the supermajority voting requirement with respect to the removal of directors.

 

12,308,080

 

26,191

 

8,690

 

 

 

 

For

 

Against

 

Abstain

 

Amendments to Articles of Incorporation to eliminate the supermajority voting requirement with respect to amendments to Article VI of the prior articles.

 

12,303,808

 

30,261

 

8,893

 

 

[Signature page follows]

 


(1)  In accordance with Article IX of the prior Amended and Restated Articles of Incorporation, the approval of these amendments required the vote of at least 75% of the shares outstanding and entitled to vote on the amendments.

 

2



 

IN WITNESS WHEREOF, these Articles of Amendment to the Amended and Restated Articles of Incorporation have been executed by the Corporation as of the date first written above.

 

 

NATURE’S SUNSHINE, INC.

 

 

 

 

 

By:

/s/ Jamon A. Jarvis

 

 

 

 

Name:

Jamon A. Jarvis

 

 

 

 

Its:

General Counsel, Chief Compliance Officer & Secretary

 

[As Filed: 05-14-2013]