EXHIBIT 3(a)

                                  

 

 

                RESTATED ARTICLES OF INCORPORATION OF

                       OXFORD INDUSTRIES, INC.

      ----------------------------------------------------------

 

 

                                  I.

 

                            CORPORATE NAME

                            --------------

 

                    The name of the corporation is

 

                       OXFORD INDUSTRIES, INC.

 

                                 II.

 

                         CORPORATE EXISTENCE

                         -------------------

 

            The corporation shall have perpetual duration.

 

                                 III.

 

                    CORPORATE PURPOSES AND POWERS

                    -----------------------------

 

      The purpose of the corporation shall be to manufacture, purchase

and sell garments and clothing of all kinds; to manufacture, purchase

and sell dictation equipment and other business machines and equipment

of all kinds; to deal generally in properties of every kind or

description, tangible or intangible, real, personal or mixed; and to

conduct any other businesses and engage in any other activities not

specifically prohibited to corporations for profit under the laws of

the State of Georgia; and the corporation shall have all powers

necessary to conduct such businesses and engage in such activities,

including, but not limited to, the powers enumerated in the Georgia

Business Corporation Code or any amendment thereto.

 

                                 IV.

 

                            CAPITAL STOCK

                            -------------

 

      A.   General.  The total number of shares of capital stock which

the corporation shall have authority to issue is sixty million

(60,000,000), of which thirty million (30,000,000) shall be common

stock of $1 par value per share and of which thirty million

(30,000,000) shall be preferred stock of $1 par value per share.  The

authorized but unissued shares of common stock and preferred stock

shall be available for issuance and sale at any time and from time to

time, either in whole or in part, and upon such terms and conditions

and for such consideration, not less than the par value thereof, as may

be provided by the Board of Directors of the corporation.

 

     B.   Common Stock.  The common stock shall be deemed to be stock

entitled to vote within the meaning of any of the provisions of the

laws of the State of Georgia and each holder of common stock shall, at

every meeting of stockholders, be entitled to one vote, in person or by

proxy, for each share of such stock held by him.

 

     C.   Preferred Stock.  The following is a description of the

terms, provisions, preferences, rights, voting powers, restrictions and

limitations of the preferred stock:

 

          (1)  Dividends on the preferred stock shall be cumulative.

 

          (2)  The preferred stock shall rank superior to the common

     stock both as to the payment of dividends (other than dividends

     payable solely in shares of common stock) and as to amounts

     distributable upon the voluntary or involuntary liquidation of the

     corporation.

 

          (3)  At any time after full cumulative dividends for all

     previous dividend periods shall have been paid on the preferred

     stock and each other class of stock (if any) ranking superior to

     or in parity with the preferred stock as to dividends, and after

     declaring and making provision for the payment in full of the

     quarterly dividends for the current dividend period on the

     preferred stock and on each other class of stock ranking superior

     to or in parity with the preferred stock as to dividends, and

     after all requirements with respect to any purchase, retirement or

     sinking fund or funds for all series of the preferred stock and

     each other class of stock ranking superior to or in parity with

     the preferred stock have been complied with, then, but not prior

     thereto, out of any funds of the corporation lawfully available

     therefor, dividends may be declared and paid on the class or

     classes of stock junior to the preferred stock as to dividends,

     subject to the respective terms and provisions (if any) applying

     thereto.  The provisions of this paragraph shall not be applicable

     to dividends payable solely in shares of common stock to holders

     of the common stock.  If at any time the corporation shall fail to

     pay full cumulative dividends on any shares of the preferred stock

     or on any other class of stock ranking superior to or in parity

     with the preferred stock, or if at any time the corporation shall

     be in default under the requirements with respect to any purchase,

     retirement or sinking fund or funds applicable to any series of

     the preferred stock or any other class of stock ranking superior

     to or in parity with the preferred stock, thereafter until such

     dividends shall have been paid or declared and set apart for

     payment and any other such default remedied, the corporation shall

     not purchase, redeem, or otherwise acquire for consideration any

     shares of any class of stock then  outstanding and ranking in

     parity with or junior to the preferred stock.

 

          (4)  In the event of any voluntary or involuntary liquidation

     of the corporation, after payment or provision for payment of the

     debts and other liabilities of the corporation, after making

     provision for preferred stock superior to the preferred stock as

     to payments upon liquidation and before any distribution to the

     holders of the common stock or any subordinate preferred stock,

     the holders of each series of the preferred stock shall be

     entitled to receive out of the net assets of the corporation an

     amount in cash for each share equal to the amount fixed and

     determined by the Board of Directors in the resolution providing

     for the issuance of the particular series of preferred stock, plus

     all dividends accumulated and unpaid on each such share of

     preferred stock up to the date fixed for distribution, and no

     more.  If the above-stated amount payable to the holders of the

     preferred stock cannot be paid in full, the holders of the shares

     of preferred stock shall share ratably in any distribution of

     assets in proportion to the sums which would have been paid to

     them upon such distribution if all sums payable to holders of the

     preferred stock and all classes of stock in parity with the

     preferred stock were paid and discharged in full.  For the

     purposes of this paragraph, the voluntary sale, conveyance, lease,

     exchange or transfer of all or substantially all the property or

     assets of the corporation or a consolidation or merger of the

     corporation with one or more other corporations (whether or not

     the corporation is the corporation surviving such consolidation or

     merger) shall not be deemed to be a voluntary or involuntary

     liquidation.

 

          (5)  For purposes hereof, any class or classes of stock shall

     be deemed to rank (i) superior to the preferred stock, either as

     to dividends or as to distributions in liquidation, if the holders

     of such class or classes shall be entitled to the receipt of

     dividends or to the receipt of amounts distributable upon

     liquidation of the corporation, as the case may be, in preference

     or priority to the holders of the preferred stock; (ii) in parity

     with the preferred stock, either as to dividends or as to

     distributions in liquidation, whether or not the dividend rates,

     dividend payment dates or redemption or liquidation prices per

     share thereof be different from those of the preferred stock, if

     the holders of such class or classes of stock shall be entitled to

     the receipt of dividends or to the receipt of amounts

     distributable upon liquidation of the corporation, as the case may

     be, in proportion to their respective dividend rates or

     liquidation prices, without preference or priority one over the

     other with respect to the holders of the preferred stock; and

     (iii) junior to the preferred stock, either as to dividends or as

     to distributions in liquidation, if the rights of the holders of

     such class or classes shall be subject or subordinate to the

     rights of the holders of the preferred stock in respect of receipt

     of dividends (other than dividends payable in shares of common

     stock) or to the receipt of amounts distributable upon liquidation

     of the corporation, as the case may be.

 

          (6)  All shares of preferred stock shall be identical except

     that the Board of Directors of the corporation is hereby expressly

     authorized and empowered to divide the preferred stock into one or

     more series, and, prior to the issuance of any of such shares in

     any particular series, to fix and determine, in the manner

     provided by law, the following provisions of such series:

 

               (a)  The distinctive designation of such series and the

          number of shares to be included in such series;

 

               (b)  The rate of dividend, the times of payment and the

          date from which the dividends shall be accumulated;

 

               (c)  Whether shares can be redeemed and, if so, the

          redemption price and the terms and conditions of redemption;

 

               (d)  The amount payable upon shares in the event of

          voluntary or involuntary liquidation;

 

               (e)  Purchase, retirement or sinking fund provisions, if

          any, for the redemption or purchase of shares;

 

               (f)  The terms and conditions, if any, on which shares

          may be converted;

 

               (g)  Whether or not shares have voting rights, and the

          extent of any such voting rights, which rights may include,

          without limitation, the right to vote generally with the

          common stock for the election of members of the Board of

          Directors and on other matters and/or the right, either

          generally or upon the occurrence of specified circumstances,

          to vote specially as a class for the election of one or more

          members of the Board of Directors; and

 

               (h)  Any other preferences, rights, restrictions and

          qualifications of shares of such class or series permitted by

          law and these Articles of Incorporation.

 

          (7)  After the Board of Directors of the corporation has

     established a series in accordance with the terms of applicable

     law and these Articles of Incorporation, the Board of Directors

     may at any time and from time to time increase or decrease the

     number of shares contained in such series, but not below the

     number of shares thereof then issued, by adopting a resolution

     making such change.

 

          (8)  Each share of preferred stock within an individual

     series shall be identical in all respects with the other shares of

     such series, except as to the date, if any, from which dividends

     thereon shall accumulate and other details which because of the

     passage of time are required to be made in order for the

     substantive rights of the holders of the shares of such series to

     be identical.

 

     D.   Miscellaneous.  Except as otherwise provided in these

Articles of Incorporation, and in addition to the powers conferred on

the Board of Directors by Article VI of these Articles of

Incorporation, the Board of Directors shall have authority to cause the

corporation to issue from time to time, without any vote or other

action by the stockholders, any or all shares of stock of the

corporation of any class or series at any time authorized, and any

securities convertible into or exchangeable for any such shares, and

any options, rights or warrants to purchase or acquire any such shares,

in each case to such persons and on such terms (including as a dividend

or distribution on or with respect to, or in connection with a split or

combination of, the outstanding shares of stock or the same or any

other class or series) as the Board of Directors from time to time in

its discretion lawfully may determine; provided, that the consideration

for the issuance of shares of stock of the corporation (unless issued

as such a dividend or distribution or in connection with such a split

or combination) shall not be less than the par value of such shares.

Shares so issued shall be fully-paid stock, and the holders of such

stock shall not be liable to any further calls or assessments thereon.

 

 

 

 

 

 

                                  V.

                      DENIAL OF PREEMPTIVE RIGHT

                      --------------------------

 

     No shareholder shall have any preemptive right to subscribe for or

to purchase any shares of stock or other securities issued by the

corporation.

 

                                 VI.

 

                       STOCK RIGHTS OR OPTIONS

                       -----------------------

 

     The corporation shall have the power to create and issue, whether

or not in connection with the issuance and sale of any of its shares or

other securities, warrants and other rights or options entitling the

holders thereof to purchase from the corporation, for such

consideration and upon such terms and conditions as may be fixed by the

Board of Directors, shares of common stock of the corporation, whether

authorized but unissued shares or treasury shares.

                                 VII.

 

                  DEALINGS IN SHARES OF CORPORATION

                  ---------------------------------

 

     The corporation shall have the full power to purchase and

otherwise acquire, and dispose of, its own shares and securities

granted by the laws of the State of Georgia and shall have the right to

purchase its shares out of its unreserved and unrestricted capital

surplus available therefor, as well as out of its unreserved and

unrestricted earned surplus available therefor.

 

                                VIII.

 

                  DISTRIBUTIONS FROM CAPITAL SURPLUS

                  ----------------------------------

 

     Subject to the provisions of Section 22-512 of the Georgia

Business Corporation Code, the Board of Directors shall have the power

to distribute a portion of the assets of the corporation, in cash or in

property, to holders of shares of the corporation out of the capital

surplus of the corporation.

 

                                 IX.

 

                AMENDMENT OF ARTICLES OF INCORPORATION

                --------------------------------------

 

     The corporation reserves the right to amend, alter, change or

repeal any provision contained in these Restated Articles of

Incorporation in the manner now or hereafter prescribed by statute, and

all rights conferred upon shareholders herein are subject to this

reservation.

 

 

 

 

 

 

                                  X.

 

                         FAIR PRICE PROVISION

                         --------------------

 

     A.   Business Combination Approval.  In addition to any vote

otherwise required by law, these Articles of Incorporation or any

resolution of the Board of Directors pursuant to which preferred stock

is issued, and except as expressly provided in this Article X, a

Business Combination shall be (a) unanimously approved by the

Continuing Directors, provided that the Continuing Directors constitute

at least three members of the Board of Directors at the time of such

approval, or (b) recommended by at least two-thirds of the Continuing

Directors and approved by a majority of the votes entitled to be cast

by holders of Voting Shares, other than Voting Shares beneficially

owned by the Interested Shareholder who is, or whose Affiliate is, a

party to the Business Combination.

 

     B.   Exception to Approval Requirements.  As used in this

paragraph B, the term "Interested Shareholder" refers to the Interested

Shareholder which is a party to, or an Affiliate of which is a party

to, the Business Combination in question.  The vote required by

paragraph A of this Article X does not apply to a Business Combination

if each of the following conditions is met:

 

          (1)  Minimum Value.  The aggregate amount of cash, and the

     Fair Market Value as of five days before the consummation of the

     Business Combination of consideration other than cash, to be

     received per share by holders of any class of common shares or any

     class or series of preferred shares in such Business Combination

     is at least equal to the highest of the following:  (a) the

     highest per share price, including any brokerage commissions,

     transfer taxes, and soliciting dealers' fees, paid by the

     Interested Shareholder for any shares of the same class or series

     acquired by it (i) within the two-year period immediately prior to

     the Announcement Date, or (ii) in the transaction in which it

     became an Interested Shareholder, whichever is higher; (b) the

     Fair Market Value per share of such class or series as determined

     on the Announcement Date and as determined on the Determination

     Date, whichever is higher; or (c) in the case of shares other than

     common shares, the highest preferential amount per share to which

     the holders of shares of such class or series are entitled in the

     event of any voluntary or involuntary liquidation, dissolution, or

     winding up of the corporation; provided that this clause (c) shall

     only apply if the Interested Shareholder has acquired shares of

     such class or series within the two-year period immediately prior

     to the Announcement Date;

 

          (2)  Form of Consideration.  The consideration to be received

     by holders of any class or series of outstanding shares is to be

     in cash or in the same form as the Interested Shareholder has

     previously paid for shares of the same class or series.  If the

     Interested Shareholder has paid for shares of any class or series

     of shares with varying forms of consideration, the form of

     consideration for such class or series of shares shall be either

     cash or the form used to acquire the largest number of shares of

     such class or series previously acquired by the Interested

     Shareholder;

 

 

          (3)  Procedural Requirements.  After the Interested

     Shareholder has become an Interested Shareholder and prior to the

     consummation of such Business Combination:

               (a)  Unless approved by a majority of the Continuing

          Directors, there shall have been (i) no failure to declare

          and pay at the regular date therefor any full periodic

          dividends, whether or not cumulative, on any outstanding

          preferred shares of the corporation, (ii) no reduction in the

          annual rate of dividends paid on any class of common shares,

          except as necessary to reflect any subdivision of the shares,

          (iii) an increase in such annual rate of dividends as is

          necessary to reflect any reclassification, including any

          reverse share split, recapitalization, reorganization, or any

          similar transaction which has the effect of reducing the

          number of outstanding shares, and (iv) no increase in the

          Interested Shareholder's percentage ownership of any class or

          series of shares of the corporation by more than one percent

          in any 12-month period;

 

               (b)  The provisions of clauses (a)(i) and (ii) of this

          subparagraph (3) shall not apply if the Interested

          Shareholder or an Affiliate or Associate of the Interested

          Shareholder did not vote as a director of the corporation in

          a manner inconsistent with clauses (a)(i) and (ii) of this

          subparagraph (3) and the Interested Shareholder within ten

          days after any act or failure to act inconsistent with

          clauses (a)(i) and (ii) of this subparagraph (3), notified

          the Board of Directors of the corporation in writing that the

          Interested Shareholder disapproved thereof and requested in

          good faith that the Board of Directors rectify the act or

          failure to act; and

 

          (4)  Dealings Between the Corporation and an Interested

     Shareholder.  After the Interested Shareholder has become an

     Interested Shareholder, the Interested Shareholder has not

     received the benefit, directly or indirectly, except

     proportionately as a stockholder, of any loans, advances,

     guarantees, pledges, or other financial assistance, or any tax

     credits or other tax advantages provided by the corporation or any

     of its subsidiaries, whether in anticipation of or in connection

     with such Business Combination or otherwise.

 

     C.   Definitions.  For the purposes of this Article X:

 

          (1)  "Affiliate" means a person that directly, or indirectly

     through one or more intermediaries, controls, or is controlled by,

     or is under common control with, a specified person.

 

          (2)  "Announcement Date" means the date of the first general

     public announcement of the proposal of the Business Combination.

 

          (3)  "Associate" when used to indicate a relationship with

     any person, means (a) any corporation or organization, other than

     the corporation or a subsidiary of the corporation, of which such

     person is an officer, director, or partner or is the beneficial

     owner of ten percent or more of any class of equity securities,

     (b) any trust or other estate in which such person has a

     beneficial interest of ten percent or more, or as to which such

     person serves as trustee or in a similar fiduciary capacity, and

     (c) any relative or spouse of such person, or any relative of such

     spouse, who has the same home as such person.

 

          (4)  "Beneficial Owner" -- a person shall be considered to be

     the beneficial owner of any equity securities:  (a) which such

     person or any of such person's Affiliates or Associates owns,

     directly or indirectly; (b) which such person or any of such

     person's Affiliates or Associates, directly or indirectly, has (i)

     the right to acquire, whether such right is exercisable

     immediately or only after the passage of time, pursuant to any

     agreement, arrangement, or understanding or upon the exercise of

     conversion rights, exchange rights, warrants or options, or

     otherwise, or (ii) the right to vote pursuant to any agreement,

     arrangement or understanding, or (c) which are owned, directly or

     indirectly, by any other person with which such person or any of

     such person's Affiliates or Associates has any agreement,

     arrangement, or understanding for the purpose of acquiring,

     holding, voting, or disposing of equity securities.

 

          (5)  "Business Combination" means:

 

               (a)  Any merger or consolidation of the corporation or

          any subsidiary with (i) any Interested Shareholder or (ii)

          any other corporation, whether or not itself an Interested

          Shareholder, which is, or after the merger or consolidation

          would be, an Affiliate of an Interested Shareholder that was

          an Interested Shareholder prior to the consummation of the

          transaction;

 

               (b)  Any sale, lease, transfer, or other disposition,

          other than in the ordinary course of business, in one

          transaction or in a series of transactions in any 12-month

          period, to any Interested Shareholder or any Affiliate of any

          Interested Shareholder, other than the corporation or any of

          its subsidiaries, of any assets of the corporation or any

          subsidiary having, measured at the time the transaction or

          transactions are approved by the Board of Directors of the

          corporation, an aggregate book value as of the end of the

          corporation's most recently ended fiscal quarter of ten

          percent or more of the net assets of the corporation as of

          the end of such fiscal quarter;

 

               (c)  The issuance or transfer by the corporation, or any

          subsidiary, in one transaction or a series of transactions in

          any 12-month period, of any equity securities of the

          corporation or any subsidiary which have an aggregate market

          value of five percent or more of the total market value of

          the outstanding common and preferred shares of the

          corporation whose shares are being issued, to any Interested

          Shareholder or any Affiliate of any Interested Shareholder,

          other than the corporation or any of its subsidiaries, except

          pursuant to the exercise of warrants or rights to purchase

          securities offered pro rata to all holders of the

          corporation's Voting Shares or any other method affording

          substantially proportionate treatment to the holders of

          Voting Shares;

 

               (d)  The adoption of any plan or proposal for the

          liquidation or dissolution of the corporation in which

          anything other than cash will be received by an Interested

          Shareholder or an Affiliate of any Interested Shareholder; or

 

 

               (e)  Any reclassification of securities, including any

          reverse stock split, or recapitalization of the corporation

          or any merger or consolidation of the corporation with any of

          its subsidiaries which has the effect, directly or

          indirectly, in one transaction or a series of transactions in

          any 12-month period, of increasing by five percent or more

          the proportionate amount of the outstanding shares of any

          class or series of equity securities of the corporation or

          any subsidiary which is directly or indirectly beneficially

          owned by any Interested Shareholder or any Affiliate of any

          Interested Shareholder.

 

          (6)  "Continuing Director" means any member of the Board of

     Directors who is not an Affiliate or Associate of an Interested

     Shareholder or any of its Affiliates, other than the corporation

     or any of its subsidiaries, and who was a director of the

     corporation prior to the Determination Date, and any successor to

     such Continuing Director who is not an Affiliate or an Associate

     of an Interested Shareholder or any of its Affiliates, other than

     the corporation or its subsidiaries, and is recommended or elected

     by a majority of all the Continuing Directors.

 

          (7)  "Control", including the terms "controlling",

     "controlled by" and "under common control with" means the

     possession, directly or indirectly, of the power to direct or

     cause the direction of the management and policies of a person,

     whether through the ownership of voting securities, by contract or

     otherwise, and the beneficial ownership of shares representing ten

     percent or more of the votes entitled to be cast by a

     corporation's Voting Shares shall create an irrebuttable

     presumption of control.

 

          (8)  "Corporation" shall include, as the context indicates,

     Oxford Industries, Inc., any other corporation, or any trust

     merging with a corporation pursuant of Section 53-12-59 of the

     Official Code of Georgia.

 

          (9)  "Determination Date" means the date on which an

     Interested Shareholder first became an Interested Shareholder.

 

          (10) "Fair Market Value" means (a) in the case of securities,

     the highest closing sale price, during the period beginning with

     and including the Determination Date and for twenty-nine days

     prior to such date, of such a security on the principal United

     States securities exchange registered under the Securities

     Exchange Act of 1934 on which such securities are listed, or, if

     such securities are not listed on any such exchange, the highest

     closing sale price or, if none is available, the average of the

     highest bid and asked prices reported with respect to such a

     security, in each case during the 30-day period referred to above,

     on the National Association of Securities Dealers, Inc., Automatic

     Quotation System, or any system then in use, or, if no such

     quotations are available, the fair market value on the date in

     question of such a security as determined in good faith at a duly

     called meeting of the Board of Directors by a majority of all of

     the Continuing Directors, or, if there are no Continuing

     Directors, by the entire Board of Directors; and (b) in the case

     of property other than securities, the fair market value of such

     property on the date in question as determined in good faith at a

     duly called meeting of the Board of Directors by a majority of all

     of the Continuing Directors, or, if there are no Continuing

     Directors, by the entire Board of Directors of the corporation.

 

          (11) "Interested Shareholder" means any person, other than

     the corporation or its subsidiaries, that (a)(i) is the Beneficial

     Owner of ten percent or more of the voting power of the

     outstanding voting shares of the corporation, or (ii) is an

     Affiliate of the corporation and, at any time within the two-year

     period immediately prior to the date in question, was the

     beneficial owner of ten percent or more of the voting power of the

     then outstanding Voting Shares of the corporation; and (b) for the

     purpose of determining whether a person is an Interested

     Shareholder, the number of Voting Shares deemed to be outstanding

     shall not include any unissued Voting Shares which may be issuable

     pursuant to any agreement, arrangement, or understanding or upon

     exercise of conversion rights, warrants or options or otherwise.

 

          (12) "Voting Shares" means shares entitled to vote generally

     in the election of directors.

 

     D.   Inapplicability to Certain Business Combinations.  The

requirements of paragraph A of this Article X shall never apply to

Business Combinations with an Interested Shareholder or its Affiliates

if, during the three-year period immediately preceding the consummation

of the Business Combination, the Interested Shareholder has not at any

time during such period (a) ceased to be an Interested Shareholder, or

(b) increased its percentage ownership of any class or series of common

or preferred shares of the corporation by more than one percent in any

12-month period.

 

     E.   Miscellaneous.  A majority of Continuing Directors shall have

the power and duty to make interpretations and determinations with

respect to compliance with this Article X, and such interpretations and

determinations shall be conclusive and binding on all persons.

Compliance by an Interested Shareholder with the requirements of this

Article X shall not relieve such Interested Shareholder from any

fiduciary duty under applicable laws, including without limitation any

fiduciary duty to other stockholders or to the corporation.

 

     F.   Amendment or Repeal of this Article.  Notwithstanding and in

addition to any vote required by these Articles of Incorporation, the

Bylaws of the corporation, applicable laws, or any resolution of the

Board of Directors pursuant to which preferred stock is issued, the

affirmative vote of two-thirds of the Continuing Directors and a

majority of the votes entitled to be cast by the Voting Shares of the

corporation, other than shares beneficially owned by any Interested

Shareholder and Affiliates and Associates of any Interested

Shareholder, shall be required to amend, alter, change or repeal this

Article X or to adopt any provision in the Articles or Bylaws

inconsistent with this Article X.

 

                                 XI.

 

 

 

 

 

 

 

 

 

                          BOARD OF DIRECTORS

                          ------------------

 

     A.   Number.  The Board of Directors of the corporation shall

consist of nine or more members.  The number of directors shall be

fixed by the Bylaws.  Such number may be increased, or decreased to no

less than nine, by amendment to the Bylaws either by the Board of

Directors or by the vote of the holders of seventy-five (75%) percent

of the corporation's outstanding capital stock entitled to vote

generally in the election of directors, voting as a single class.

 

     B.   Classes.  The Board of Directors shall be divided into three

classes (not to include directors that may be elected under these

Articles of Incorporation or resolutions of the Board of Directors by

the holders of preferred stock), each class to be as nearly equal in

number as possible, designated Class I, Class II and Class III.  At the

1986 Annual Meeting of Stockholders, Class I directors shall be elected

for a one-year term, Class II directors shall be elected for a two-year

term, and Class III directors shall be elected for a three-year term.

Directors shall serve until the annual meeting of stockholders held in

the year during which their terms expire and until their successors are

elected and qualified.  At each annual meeting after 1986, directors

shall be elected for three-year terms to succeed those whose terms

expire at such meeting.  Directors shall serve until their terms expire

and until their successors are elected and qualified, subject, however,

to prior death, resignation, retirement, disqualification or removal

from office.  Any increase or decrease in the number of directors shall

be so apportioned among the classes as to make all classes as nearly

equal in number as possible.  When the number of directors is increased

and any newly created directorships are filled by the Board of

Directors, there shall be no classification of the additional

directors, and such additional directors shall only serve, until the

next election of directors by the corporation's stockholder.

 

     C.   Removal of Directors.  Any director may be removed from

office, with or without cause, by a vote of a majority of the total

number of members of the Board of Directors without including the

director who is the subject of the removal determination.  Such

director shall not be entitled to vote with respect to his removal.

Any director or the full Board of Directors may be removed from office,

with or without cause, by the affirmative vote of the holders of

seventy-five (75%) percent of the Corporation's outstanding capital

stock entitled to vote in the election of directors, voting as a single

class.

 

     D.   Vacancies.  Any vacancy in the Board of Directors resulting

from an increase in the number of directors may be filled by a majority

of directors then in office, provided a quorum is present.  Any other

vacancy may be filled by a majority of directors then in office, though

less than a quorum, or by the sole remaining director, as the case may

be, or, if no director remains, by the affirmative vote of the holders

of a majority of the corporation's outstanding capital stock entitled

to vote generally  in the election of directors, voting as a single

class, and any director so elected shall serve for the full unexpired

term of his predecessor.

 

 

 

 

 

     E.   Exceptions for Directors Elected by Particular Class or

Series of Capital Stock.  Notwithstanding any other provision of this

Article XI, whenever the holders of any one or more classes or series

of preferred stock issued by this corporation shall have the right,

voting separately by class or series, to elect directors at an annual

or special meeting of stockholders, the election, term of office,

filling of vacancies and other features of such directorships shall be

governed by the terms of these Articles of Incorporation applicable

thereto, and by the terms of the resolutions of the Board of Directors

pursuant to which such preferred stock is issued, and such directors so

elected shall not be divided into classes pursuant to this Article XI

unless expressly provided by such terms.

 

     F.   Special Meetings of Stockholders.  Special meetings of the

corporation's stockholders may be called by the Chairman of the Board

of Directors, the President, the Board of Directors, the holders of

seventy-five (75%) percent of the corporation's outstanding capital

stock entitled to vote in the election of directors (voting as a single

class), or, in the event there are no directors, any stockholder.

 

     G.   Amendment or Repeal of this Article.  Notwithstanding any

other provision of these Articles of Incorporation or the Bylaws of the

corporation, the affirmative vote of the holders of seventy-five (75%)

percent of the corporation's outstanding capital stock entitled to vote

in the election of directors, voting as a single class, shall be

required to amend, alter, change or repeal this Article XI or to adopt

any provision as part of these Articles of Incorporation or the Bylaws

of the corporation inconsistent with this Article XI.

 

                                 XII.

 

                  LIMITATION OF DIRECTORS' LIABILITY

                  ----------------------------------

 

     No director of the corporation shall be personally liable to the

corporation or its stockholders for monetary damages for breach of duty

of care or other duty as a director; provided, however, that this

Article shall not eliminate or limit the liability of a director (i)

for any appropriation, in violation of his duties, of any business

opportunity of the corporation; (ii) for acts or omissions not in good

faith or which involve intentional misconduct or a knowing violation of

law; (iii) for the types of liability set forth in Section 14-2-154 of

the Georgia Business Corporation Code; or (iv) for any transaction from

which the director derived an improper personal benefit.  If the

Georgia Business Corporation Code is amended after approval of this

Article by the corporation's stockholders to authorize corporate action

further eliminating or limiting the personal liability of directors,

then the liability of a director of the corporation shall be eliminated

or limited to the fullest extent permitted by the Georgia Business

Corporation Code, as so amended.  Neither the amendment or repeal of

this Article nor the adoption of any provision of these Articles of

Incorporation inconsistent with this Article shall eliminate or

adversely affect any right or protection of a director of the

corporation existing immediately prior to such amendment, repeal or

adoption.