Sample Business Contracts

Articles of Incorporation - Manhattan Associates Inc.

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                           ARTICLES OF INCORPORATION
                          MANHATTAN ASSOCIATES, INC.

                                  ARTICLE ONE

The name of the corporation is Manhattan Associates, Inc. (the "Corporation").

                                  ARTICLE TWO

     The Corporation shall have authority, exercisable by its Board of
Directors, to issue up to 100,000,000 shares of common stock, $.01 par value per
share ("Common Stock"), and 20,000,000 shares of preferred stock, no par value
per share ("Preferred Stock"), any part or all of which shares of Preferred
Stock may be established and designated from time to time by the Board of
Directors, in such series and with such preferences, limitations and relative
rights as may be determined by the Board of Directors.

                                 ARTICLE THREE
                           INITIAL REGISTERED OFFICE

     The initial registered office of the Corporation shall be at 2300 Windy
Ridge Parkway, Suite 700, Atlanta, Fulton County, Georgia 30339.  The initial
registered agent of the Corporation shall be Michael J. Casey.

                                 ARTICLE FOUR
                           INITIAL PRINCIPAL OFFICE

     The mailing address of the initial principal office of the Corporation
shall be 2300 Windy Ridge Parkway, Suite 700, Atlanta, Georgia 30339.

                                 ARTICLE FIVE

     The name and address of the incorporator is Larry W. Shackelford, Esq.,
Morris, Manning & Martin, L.L.P., 1600 Atlanta Financial Center, 3343 Peachtree
Road, N.E., Atlanta, Georgia 30326.

                                  ARTICLE SIX

     The initial Board of Directors of the Corporation is composed of the
following Directors: Alan J. Dabbiere and Deepak Raghavan.

                                 ARTICLE SEVEN
                         STAGGERED BOARD OF DIRECTORS

     The Board of Directors shall be divided into three classes to be known as
Class I, Class II and Class III, which shall be as nearly equal in number as
possible.  Except in case of death, resignation, disqualification or removal,
each Director shall serve for a term ending on the date of the third annual
meeting of shareholders following the annual meeting at which the Director was
elected; provided, however, that each initial Director in Class I shall hold
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office until the 1999 annual meeting of shareholders; each initial Director in
Class II shall hold office until the 2000 annual meeting of shareholders; and
each initial Director in Class III shall hold office until the 2001 annual
meeting of shareholders.  In the event of any increase or decrease in the
authorized number of Directors, the newly created or eliminated directorships
resulting from such an increase or decrease shall be apportioned among the three
classes of Directors so that the three classes remain as nearly equal in size as
possible; provided, however, that there shall be no classification of additional
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Directors elected by the Board of Directors until the next meeting of
shareholders called for the purposes of electing Directors, at which meeting the
terms of all such additional Directors shall expire, and such additional
Director positions, if they are to be continued, shall be apportioned among the
classes of Directors, and nominees therefor shall be submitted to the
shareholders for their vote.

                                 ARTICLE EIGHT

     No Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of the duty of
care or any other duty as a Director, except that such liability shall not be
eliminated for:

                (i)     any appropriation, in violation of the Director's
duties, of any business opportunity of the Corporation;

                (ii)    acts or omissions that involve intentional misconduct or
a knowing violation of law;

                (iii)   liability under Section 14-2-832 (or any successor
provision or redesignation thereof) of the Georgia Business Corporation Code
(the "Code"); and

                (iv)    any transaction from which the Director received an
improper personal benefit.

     If at any time the Code shall have been amended to authorize the further
elimination or limitation of the liability of a Director, then the liability of
each Director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Code, as so amended, without further action by the
shareholders, unless the provisions of the Code, as amended, require further
action by the shareholders.

     Any repeal or modification of the foregoing provisions of this Article
Eight shall not adversely affect the elimination or limitation of liability or
alleged liability pursuant hereto of any 

Director of the Corporation for or with respect to any alleged act or omission
of the Director occurring prior to such a repeal or modification.

                                 ARTICLE NINE
                        BY LESS THAN UNANIMOUS CONSENT

     The shareholders, without a meeting, may take any action required or
permitted to be taken at a meeting of the shareholders, if written consent
setting forth the action to be taken is signed by those persons who would be
entitled to vote at a meeting who hold those shares having voting power to cast
not less than the minimum number (or numbers, in the case of voting by classes)
of votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote were present and voted.  An action by less
than unanimous consent may not be taken with respect to any election of
Directors as to which shareholders would be entitled to cumulative voting.

                                  ARTICLE TEN
                         CONSIDERATION OF INTERESTS OF

     The Board of Directors, any committee of the Board of Directors and any
individual Director, in discharging the duties of its, his or her respective
positions and in determining what is believed to be in the best interest of the
Corporation, may in its, his or her sole discretion consider the interests of
the employees, customers, suppliers and creditors of the Corporation and its
subsidiaries, the communities in which offices or other establishments of the
Corporation and its subsidiaries are located and all other factors such Director
or Directors consider pertinent, in addition to considering the effects of any
action on the Corporation and its shareholders.  Notwithstanding the foregoing,
this Article Ten shall not be deemed to provide any of the foregoing
constituencies any right to be considered in any such discharging of duties or

                                ARTICLE ELEVEN

     Notwithstanding any other provision of these Articles of Incorporation, the
Corporation's Bylaws or law, neither Articles Seven, Eight, Nine or Ten hereof
nor this Article Eleven may be amended or repealed except upon the affirmative
vote of holders of at least 66-2/3% of the total number of votes of the then
outstanding shares of capital stock of the Company that are entitled to vote
generally in the election of Directors, voting together as a single class.

     IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation on February 24, 1998.

                                         /s/ Larry W. Shackelford
                                        Larry W. Shackelford,