Alba Waldensian Inc – ‘10-Q’ for 10/3/99 – EX-3.(I)

On:  Wednesday, 11/17/99   ·   For:  10/3/99   ·   Accession #:  3292-99-15   ·   File #:  1-06150

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     79K 
 2: EX-3.(I)    Restated Certificate of Incorporation                  7±    33K 
 3: EX-3.(II)   By-Laws                                                6±    25K 
 4: EX-10       Material Contracts                                     2±     7K 
 5: EX-27       Financial Data Schedule                                1      6K 

EX-3.(I)   —   Restated Certificate of Incorporation

                                                                  EXHIBIT 3(i)

 RESTATED CERTIFICATE OF INCORPORATION

of

 ALBA-WALDENSIAN, INC.

         ALBA-WALDENSIAN,  INC., a corporation  organized and existing under the
laws of the State of Delaware, hereby certifies as follows:                     
         7. The name of the  corporation is  Alba-Waldensian,  Inc. and the name
under which the  corporation  was originally  incorporated on June 20, 1928, was
Pilot Full Fashion Mills, Inc.                                                  
         8.  This  Restated  Certificate  of  Incorporation  only  restates  and
integrates  and does not further  amend the  provisions  of the  Certificate  of
Incorporation  of this  corporation as heretofore  amended or  supplemented  and
there is no  discrepancy  between those  provisions  and the  provisions of this
Restated Certificate of Incorporation.                                          
         9.  The  text  of  the  Certificate  of  Incorporation  as  amended  or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full.                                            

CERTIFICATE OF INCORPORATION
of
 ALBA-WALDENSIAN, INC.
--------------------------------------------------------------------------------

1.       The name of the corporation is ALBA-WALDENSIAN, INC. 
         2. The principal office and place of business of the corporation in the
State of Delaware is to be located at No. 100 West Tenth Street,  in the City of
Wilmington,  County  of New  Castle.  The  name  of its  resident  agent  is The
Corporation  Trust  Company,  whose  address  is  No.  100  West  Tenth  Street,
Wilmington, Delaware.                                                           
         3. The nature of the  business of the  corporation  and the objects and
purposes thereof proposed to be transacted, promoted and carried on by it are as
follows:                                                                        
                  (a) To buy,  manufacture,  dye, weave, knit, sell, deal in and
distribute  hosiery,  stockings,  yarn and any and all  kinds  of knit  goods or
fabrics,  whether wool,  silk,  cotton or any mixture or combination  thereof or
otherwise,  to cord and spin cotton, woolen or silk yarns or any other material,
textile or fabrics;  to purchase,  manufacture,  sell or  otherwise  deal in any
other cotton, woolen or silk goods, whether partly manufactured or in a finished
state,  and to dye,  color,  stamp  print or  otherwise  treat or finish its own
products or the substances  composing  those products or the products of others,
and either  directly or through  agents or commission  merchants to carry on any
other  business  (whether  manufacturing  or  otherwise)  which  may seem to the
corporation  capable of being  conveniently  carried on in  connection  with the
above  or  calculated  directly  or  indirectly  to  enhance  the  value  of the
corporation's  rights or  property,  and to  manufacture,  purchase or otherwise
acquire, hold, own, mortgage, sell, assign and transfer,  invest, trade, deal in
and deal with  goods,  wares and  merchandise  and  property  of every class and
description.                                                                    
                  (b) To  purchase,  take on  lease  or in  exchange,  hire,  or
otherwise acquire, hold, own, possess, equip, convey, assign,  mortgage,  pledge
or  otherwise  encumber any and all real  property,  contracts,  securities  and
personal property of every kind and description,  and property  partaking of the
nature of either real or personal  property,  and  rights,  estates,  interests,
franchises,  licenses and privileges in such property,  real, personal or mixed,
wheresoever situated or located whether within any state, territory, district or
dependency of the United States, or in any foreign country;  to build,  erect or
cause  to be  erected,  construct  or cause to be  constructed,  make,  improve,
operate,  work,  maintain,  develop and carry on or aid or subscribe towards the
erection, construction, making, improvement,  operation, or development, and the
maintenance  of any and all  mills,  factories,  warehouses,  garages,  stables,
laboratories, experiment stations, stores, houses, dwellings, buildings, rights,
machinery, and works of all kinds to the extent necessary,  proper or convenient
to carry out the objects and purposes of this  corporation;  and to sell, lease,
exchange, hire, mortgage,  pledge, convey, transfer, assign or otherwise dispose
of,  the whole or any part of any and all such  real or  personal  property,  or
property  partaking  of the nature of either,  as well as the  rights,  estates,
interests, franchises, licenses and privileges thereof and incidental thereto;  
                  (c)  To  apply  for,  obtain,  register,  purchase,  lease  or
otherwise  acquire for its objects and  purposes,  any and all patents,  patents
pending, patent rights, processes, formulas, improvements, copyrights, licenses,
trademarks,   trade-names,  labels,  brands,  designs,  and  the  like,  or  any
information  as to any invention or process  whether used in connection  with or
secured under Letters Patent or otherwise, of the United States of America or of
any foreign government or country,  and to hold, own, operate,  introduce,  use,
exercise,  develop,  grant licenses or  territorial  rights in respect of, sell,
assign,  lease, traffic in, exchange and otherwise turn to account of dispose of
the same or any of them, or the product of the same or any of them;             
                  (d) To acquire by purchase, lease or otherwise upon such terms
and conditions  and in such manner as the Board of Directors of the  Corporation
shall  determine,  all or any part of the property,  real,  personal,  or mixed,
tangible or  intangible,  of any nature  whatsoever,  including  the  good-will,
business and rights of all kinds of any other corporation or of any person, firm
or  association  which  may be  useful  or  convenient  in the  business  of the
Corporation,  and to pay for  the  same  in  cash,  stocks,  bonds  or in  other
securities  of this  Corporation,  or partly in cash and partly in such  stocks,
bonds or other  securities,  or in such other  manner as may be  agreed,  and to
hold,  possess and improve such  properties,  and to conduct in any legal manner
the whole or any part of the business as acquired, and to pledge, mortgage, sell
or otherwise dispose of the same;                                               
                  (e) To acquire by purchase,  subscription  or otherwise and to
invest in, hold for  investment or  otherwise,  and to trade and deal in, and to
use, endorse,  sell, pledge, or otherwise dispose of the stock, bonds, notes and
other  securities  or evidences of  indebtedness  issued or created by any other
corporation  or  corporations,  domestic or foreign,  and bonds,  notes or other
evidences of  indebtedness,  and  certificates of interest or  participation  or
other  obligations of any individual,  syndicate,  firm,  association,  trustee,
government or  subdivision  thereof;  to pay for the same by the issuance of its
stock, bonds,  debentures or its other obligations or securities or by any other
means  of  payment  whatsoever,  and  while  owner of any  such  stocks,  bonds,
certificates  or other  securities or evidences of  indebtedness to exercise any
and all the rights,  powers and  privileges of ownership or interest,  including
the right to vote thereon for any and all purposes and to consent and  otherwise
act with  respect  thereto;  to aid by loan,  subsidy,  guaranty or in any other
manner  whatsoever,  those issuing,  creating or responsible for any such stock,
bonds,  or  other  securities  or  evidences  of  indebtedness  owned,  held  or
guaranteed by this  Corporation or by any corporation in which this  Corporation
may have an interest as stockholder  or otherwise;  to do any and all other acts
or things for the preservation,  protection, improvement or enhancement in value
of any such stocks, bonds or other securities or evidences of indebtedness;  and
to do all and any such acts or things designed to accomplish any such purpose;  
                  (f) To purchase,  hold, sell, transfer,  reissue or cancel the
shares of its own capital stock and/or any  securities or other  obligations  of
the  Corporation  in the manner and to the extent now or hereafter  permitted by
the laws of the State of Delaware;  provided  that it shall not use its funds or
property for the purchase of its own shares of capital  stock when such use will
cause any  impairment of the capital of the  Corporation,  and provided  further
that shares of its own capital stock belonging to the  Corporation  shall not be
voted upon directly or indirectly;                                              
                  (g) To borrow  money;  to issue bonds,  debentures,  notes and
other obligations,  secured or unsecured, of the corporation, from time to time,
for moneys  borrowed,  or in payment for  property  acquired,  or for any of the
other  objects or purposes of the  Corporation  or for any of the objects of its
business; to secure the same by mortgage or mortgages, or deed or deeds of trust
of,  or by  pledge  or  other  lien  upon  any or all of the  property,  rights,
privileges or franchises of the Corporation,  wheresoever situated,  acquired or
to be acquired;  to sell, pledge, or otherwise dispose of any or all debentures,
bonds,  notes or other  obligations  in such  manner  and upon such terms as the
Board of Directors may deem judicious;  to confer upon the holders of any bonds,
debentures or obligations of the Corporation, secured or unsecured, the right to
convert the principal  thereof into stock of the Corporation upon such terms and
conditions  as may be deemed  advisable;  to endorse or guarantee the payment of
any dividends upon stocks,  or the principal  and/or interest upon bonds, or the
contracts or other  obligations of any corporation or individual,  so far as the
same may be permitted by law;                                                   
                  (h) To  carry  out  all or any  part  of the  purposes  herein
expressed,  as principal,  factor,  agent,  contractor,  trustee,  or otherwise,
either  alone  or  in  common  with  any  person,  partnership,  association  or
corporation  and in any part of the world, or to carry out the same, in whole or
in part,  through,  by means  of,  with the aid of,  or in the name of any other
person or persons, corporation or corporations;  and in carrying on its business
for the purposes of attaining or furthering  any or all of its objects,  to make
and perform such contracts of any kind and  description  and to do such acts and
things  and to  exercise  any and all such  powers  as a  natural  person  could
lawfully make, perform, do or exercise;                                         
                  (i) To do any and all of the acts and things herein set forth,
and in general to carry on any other  business  which is incidental or conducive
or convenient  or proper to the  attainment of the above objects or any of them,
not  forbidden  by law,  and to exercise  any and all powers which it may now or
hereafter be lawful for the  Corporation to exercise under the laws of the State
of Delaware;  to establish and maintain offices and agencies within and anywhere
outside of the State of Delaware; to exercise all or any of its corporate powers
and rights in the State of Delaware and in any or all other states, territories,
districts, colonies, possessions or dependencies of the United States of America
and in any foreign countries.                                                   
         The  foregoing  clauses  shall be construed as both purposes and powers
and the matters  expressed in each clause shall,  except as otherwise  expressly
provided,  be in no wise limited by reference to or inference  from the terms of
any other  clause but shall be regarded as  independent  purposes and powers and
the enumeration of specific  purposes and powers shall not be construed to limit
or restrict in any manner the meaning of general terms or the general  powers of
the  Corporation,  now or hereafter  conferred,  nor shall the expression of one
thing  be  deemed  to  exclude  another,  although  it be of  like  nature,  not
expressed.                                                                      
         4. The  total  number  of  shares  of all  classes  of stock  which the
Corporation shall have authority to issue is Five Million  (5,000,000) shares of
common stock with a par value of Two and 50/100 Dollars ($2.50) per share.      
         The following is a statement of the powers,  preferences  and rights of
the Common Stock, and the qualifications, limitations or restrictions thereof:  
     (1) Each holder of Common Stock of the Corporation shall be entitled to one
vote for each share of Common Stock held by him.                                
         (2) No holder of Common Stock shall be entitled as such, as a matter of
right,  to subscribe for or purchase any part of any new or additional  issue of
stock of any class  whatsoever  whether now or hereafter  authorized,  or of any
issue of securities convertible into stock.                                     
         (3) In the event of dissolution or any liquidation or winding up of the
affairs of the  Corporation,  whether  voluntary or  involuntary,  the remaining
assets and funds of the  Corporation  shall be distributed  among the holders of
the Common Stock according to their respective shares.                          
5. The corporation is to have perpetual existence.            
         6. The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatsoever.                            
         7. The number of  directors of the  corporation  shall not be less than
five (5) nor more than fifteen (15),  the exact number of authorized  directors,
hereinafter  referred to as the entire Board, to be determined from time to time
by resolution  adopted by a majority of the entire Board,  and such exact number
shall be eleven  (11) until  otherwise  determined  by  resolution  adopted by a
majority  of the  entire  Board.  In the event  that the  number  of  authorized
directors is increased by such resolution, the vacancy or vacancies so resulting
shall be filled by the stockholders of this corporation called for that purpose.
Any such vacancy or vacancies  not filled by the  stockholders  at any annual or
special  meeting of the corporation may be filled by a vote of a majority of the
directors then in office. A decrease in the number of authorized directors shall
not of itself remove any director prior to the expiration of his term of office.
         The Board of Directors shall be divided into three classes,  each class
to be as  nearly  equal in number as  possible,  to serve in the first  instance
until the annual  meeting of  stockholders  to be held in 1980,  1981, and 1982,
respectively, and until their successors shall be elected and shall qualify, and
thereafter the  successors in each class of directors  shall be elected to serve
for terms of three years and until their  successors  shall be elected and shall
qualify. In the event of any increase in the authorized number of directors, the
additional  directors shall be so classified that all classes of directors shall
be increased equally,  as nearly as possible,  and, in the event of any decrease
in the  authorized  number of  directors,  all  classes  of  directors  shall be
decreased  equally,  as  nearly  as  possible.   In  the  event  of  the  death,
resignation,  retirement,  removal or  disqualification of a director during his
elected  term of office,  his  successor  shall be elected by a majority  of the
directors  then in office and shall serve only until the  expiration of the term
of his predecessor. Directors need not be stockholders of the corporation.      
         Notwithstanding  anything in Paragraphs 10 and 11 to the contrary, this
paragraph may not be amended,  repealed,  or annulled  except by the affirmative
vote of the holders of at least  sixty-six and two-thirds  percent  (66-2/3%) of
the issued and outstanding stock of the corporation having the power to vote.   
         8.       In furtherance  and not in limitation of the powers  conferred
                  by law, the Board of Directors is expressly authorized: (a) To
                  make, alter,  amend and repeal the By-Laws of the corporation,
subject to the powers of the holders of     
the stock to alter, amend or repeal the By-Laws made by the Board of Directors; 
                  (b) To  designate  by  resolution  passed by a majority of the
whole Board one or more committees,  each committee to consist of two or more of
the directors of the corporation,  who, to the extent provide in said resolution
or in the By-Laws of the Corporation,  shall have and exercise the powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation,  with power to authorize the seal of the  corporation to be affixed
to all papers which may require it;                                             
                  (c) To appoint  from the  directors  or  otherwise  such other
committees as they may deem judicious,  and to such extent as may be provided in
their resolutions or in the By-Laws to delegate to such committees all or any of
the powers of the Board of Directors which may be lawfully delegated;           
                  (d) To fix from time to time,  and to vary,  the amount of the
profits to be reserved as working  capital or for any other lawful  purposes and
to increase, decrease or make any disposition of any fund so reserved;          
                  (e) To determine  whether any, and if any,  what part,  of the
surplus of the corporation or of the net profits arising from its business shall
be  declared  in  dividends  and paid to the  stockholders,  and to  direct  and
determine the use and disposition of any such surplus or net profits;           
                  (f) To  determine  from time to time,  subject to the By-Laws,
whether and to what extent and at what times and place and under what conditions
and regulations the accounts and books of the corporation,  or any of them shall
be open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the  corporation,  except as
conferred  by  the  laws  of the  State  of  Delaware,  or  the  By-Laws  of the
corporation,  unless and until authorized so to do by resolution of the Board of
Directors or of the stockholders;                                               
                  (g) To remove at any time any officer  elected or appointed by
the Board of Directors,  but only by the affirmative vote of the majority of the
members of the Board then in office, and to remove any other officer or employee
of the corporation or to confer such power on any committee or officer. Any such
removal may be for cause or without cause.                                      
         9. In  addition  to the  powers  and  authorities  herein  before or by
statute  expressly  conferred upon them, the Board of Directors may exercise all
such powers and do all such acts and things as may be  exercised  or done by the
corporation, subject, nevertheless, to the express provisions of the laws of the
State of Delaware,  of this Certificate of  Incorporation  and of the By-Laws of
the Corporation.                                                                
         10. In the absence of fraud, no contract or other  transaction  between
the corporation and any other  corporation or any individual or firm shall be in
any way  affected or  invalidated  by the fact that any of the  directors of the
corporation  is  interested  in such other  corporations  or firm or  personally
interested in such other  contract or  transaction;  provided that such interest
shall  be fully  disclosed  or  otherwise  known to the  Board of  Directors  or
Executive  Committee  at the meeting at which such  contract or  transaction  is
authorized  or  confirmed;  and provided  further that at such meeting  there is
present a quorum of  directors  not so  interested  and that  such  contract  or
transaction shall be approved by a majority of such quorum.  Any director of the
corporation  may  vote  upon any  contract  or other  transaction  between  this
corporation and any subsidiary or affiliated  corporation  without regard to the
fact that he is also a director of such subsidiary or affiliated corporation.   
         11.  Any  contract,  transaction  or act of the  corporation  or of the
directors, which shall be ratified by a majority of a quorum of the stockholders
having voting power at any annual meeting,  or at any special meeting called for
such purpose, shall, except as otherwise specifically provided by law or by this
Certificate of  Incorporation,  be as valid and as binding as though ratified by
every stockholder of the corporation; provided, however, that any failure of the
stockholders to approve or ratify such contract, transaction or act, when and if
submitted,  shall not of itself be deemed in any way to render the same invalid,
nor  deprive  the  directors  of their  right to  proceed  with  such  contract,
transaction or act.                                                             
         The corporation  reserves the right to amend,  alter,  change or repeal
any provisions  contained in this Certificate of Incorporation in the manner now
or  hereafter  prescribed  by  statute,  except  as herein  otherwise  expressly
provided,  and all rights  conferred  upon the  stockholder  herein are  granted
subject to this reservation.                                                    
         12. A Director of the Corporation shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the  stockholders  of this provision 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 Delaware General Corporation law, as so amended.
         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a Director of the Corporation  existing at the time of such repeal
or modification.                                                                
         13. (1)  Notwithstanding  any other  provisions of this  certificate of
incorporation to the contrary,  except as otherwise  provided in this paragraph,
the  affirmative  vote of the holders of at least  eighty  percent  (80%) of the
issued and outstanding  stock of the corporation  having the power to vote shall
be required to authorize, adopt, or approve any of the following:               
     (i) any plan of merger or consolidation of the corporation with or into any
Substantial Stockholder (as defined herein);                                    
                  (ii) any sale, lease, exchange, transfer, or other disposition
         of  all  or  substantially  all  of  the  assets  or  business  of  the
corporation to or with any Substantial Stockholder;           
                  (iii) any issuance or delivery of stock or other securities of
         the  corporation in exchange or payment for any properties or assets of
         a Substantial Stockholder or in exchange for any other consideration of
a Substantial Stockholder or its stockholders;                
     (iv)  the  dissolution  of the  corporation;  provided,  however,  that the
foregoing shall not apply if:                                                   
     (i) a majority of the entire Board of Directors of the corporation shall by
resolution  have  approved a  memorandum  of  understanding  with  respect to or
substantially  consistent  with  such  transaction  prior  to  the  time  that a
Substantial  Stockholder  becomes  holder of more than five  percent (5%) of the
issued and outstanding stock of the corporation having the power to vote; or    
     (ii)  the  entire  Board  of  Directors  of the  corporation  approves  the
transaction.                                                                    
(2) As used herein the following terms are defined as follows:        
     (a)  Substantial   Stockholder   shall  mean  any  person,   firm,   trust,
corporation,  or other  entity,  or any  Affiliate  (as  defined  herein) of the
foregoing,  which owns of record, or owns beneficially,  directly or indirectly,
or which has the right to acquire  pursuant to any  agreement,  arrangement,  or
understanding,  more then five percent (5%) of the issued and outstanding  stock
of the corporation having the power to vote;                                    
     (b) Affiliate shall mean any person,  firm,  trust,  corporation,  or other
entity that directly or indirectly through one or more intermediaries, controls,
or is controlled  by, or is under common  control with any other  person,  firm,
trust, corporation or other entity.                                             
                  Notwithstanding  anything  in  paragraphs  10  and  11 to  the
contrary, this paragraph may not be amended, repealed, or annulled except by the
affirmative  vote of the holders of at least eighty  percent (80%) of the issued
and outstanding stock of the corporation having the power to vote.              
         14. The stockholders may hold their meetings, annual or special, within
or without the State of Delaware as may be provided in the By-Laws and the Board
of  Directors  or any  Committee  thereof may hold all or any of their  meetings
within or without  the State of  Delaware  at such  places as the By-Laws or the
Board of Directors may designate.  The  Corporation may have one or more offices
and keep any of the books of the  corporation  subject to the  provisions of the
laws of the State of  Delaware  within or without  the State of Delaware at such
places as may from time to time be designated by the Board of Directors.        
                  The foregoing Restated  Certificate of Incorporation was first
approved  and  adopted  February  23, 1971 and was  amended by  Certificates  of
Amendment duly approved by the Corporation's Board of Directors and stockholders
and filed February 12, 1980, June 2, 1980 and June 2, 1999.                     

Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		11/17/99		None on these Dates
For Period End:		10/3/99
		6/2/99
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