Articles of Incorporation - Krispy Kreme Doughnuts Inc.
ARTICLES OF INCORPORATION
OF
KRISPY KREME DOUGHNUTS, INC.
The undersigned hereby submits these Articles of Incorporation for the purpose
of forming a business corporation under and by virtue of the laws of the State
of North Carolina:
ARTICLE I.
The name of the corporation is KRISPY KREME DOUGHNUTS, INC.
ARTICLE II.
The period of duration of the corporation is perpetual.
ARTICLE III.
The purposes for which the corporation is organized are to engage in any lawful
act or activity for which corporations may be organized under Chapter 55 of the
General Statutes of North Carolina, and nothing contained herein shall in any
way limit or restrict or take away from this corporation the general powers
granted to it under and by virtue of the provisions of Chapter 55 of the General
Statutes of North Carolina and the several amendments thereto.
ARTICLE IV.
The corporation shall have the authority to issue not more than (a) 100,000,000
shares of common stock, no par value ("Common Stock"), and (b) 10,000,000 shares
of preferred stock, no par value ("Preferred Stock").
Holders of the Common Stock are entitled to the entire voting power, all
distributions declared and all assets of the corporation upon dissolution,
subject to the rights and preferences, if any, of the holders of Preferred Stock
to such voting powers, dividends and assets upon dissolution pursuant to
applicable law and the resolution or resolutions of the Board of Directors
providing for the issue of one or more series of Preferred Stock.
The Board of Directors is hereby expressly authorized to issue, at any time and
from time to time, shares of Preferred Stock in one or more series. The number
of shares within any such series shall be designated by the Board of Directors
in one or more resolutions and the shares of each series so designated shall
have such preferences with respect to the Common Stock and other series of
Preferred Stock, and such other rights, restrictions or limitations with respect
to voting, dividends, conversion, exchange, redemption and any other matters, as
may
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be set forth in one or more resolutions adopted by the Board of Directors. If
and to the extent required by law, the Board of Directors must file Articles of
Amendment setting forth any designation, preferences, rights, restrictions or
limitations of other series of Preferred Stock with the North Carolina Secretary
of State prior to issuance of any shares of such series.
The authority of the Board of Directors with respect to the establishment of
each series of Preferred Stock shall include, without limiting the generality of
the foregoing, determination of the following matters which may vary between
series:
(a) The distinctive designation of that series and the number of shares
constituting that series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series)
or decreased (but not below the number of shares of such series then
outstanding) from time to time;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, to payments of dividends on shares
of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provisions for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(e) Whether the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under
different conditions;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding-up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(h) Any other relative preferences, rights, restrictions or limitations
of that series, including but not limited to any obligations of the
corporation to repurchase shares of the series upon specified events.
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ARTICLE V.
The initial registered office of the corporation shall be located at 370
Knollwood Street, Winston-Salem, Forsyth County, North Carolina 27103, and the
initial registered agent at such address shall be Stephen A. Johnson.
ARTICLE VI.
The number of directors of this corporation constituting the Board of Directors
may be fixed by the bylaws.
ARTICLE VII.
In discharging the duties of their respective positions and in determining what
is believed to be the best interests of the corporation, the Board of Directors,
committees of the Board of Directors and individual directors, in addition to
considering the effects of any action on the corporation or its shareholders,
may consider the interests of the employees, customers, suppliers and creditors
of the corporation and its subsidiaries, the communities in which offices of
other establishments of the corporation and its subsidiaries are located, and
all other factors the directors consider pertinent.
ARTICLE VIII.
No director of the corporation shall have personal liability arising out of an
action whether by or in the right of the corporation or otherwise for monetary
damages for breach of his or her duty as a director; provided, however, that the
foregoing shall not limit or eliminate the personal liability of a director with
respect to those acts, omissions, or transactions for which the personal
liability of a director may not be limited or eliminated as set forth in North
Carolina General Statute Section 55-2-02 as it is currently enacted or as it may
be amended, modified or rewritten from time to time in the future or as
otherwise set forth in the North Carolina General Statutes as they are currently
or as they may be enacted, modified or rewritten from time to time in the
future.
Furthermore, notwithstanding the foregoing provision, in the event that Section
55-2-02 or any other provision of the North Carolina General Statutes is
amended, modified or rewritten to permit further limitation or elimination of
the personal liability of the director, the personal liability of the
corporation's directors shall be limited or eliminated to the fullest extent
permitted by the applicable law.
This Article shall not affect a charter or bylaw provision or contract or
resolution of the corporation indemnifying or agreeing to indemnify a director
against personal liability. Any repeal or modification of this Article shall not
adversely affect any limitation hereunder on
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the personal liability of the director with respect to acts or omissions
occurring prior to such repeal or modification.
ARTICLE IX.
The provisions of Article 9 and Article 9A of the North Carolina Business
Corporation Act entitled "The North Carolina Shareholder Protection Act" and the
"The North Carolina Control Share Acquisition Act", respectively, shall not be
applicable to the corporation.
ARTICLE X.
The name and address of the incorporator are as follows: Stephen A. Johnson, 370
Knollwood Street, Winston-Salem, North Carolina 27103.
ARTICLE XI.
These Articles will be effective at 12:02 a.m. upon the date when filed.
This the 30th day of November, 1999.
/s/ Stephen A. Johnson
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Stephen A. Johnson, Incorporator
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