EX-4.1 AMENDED & RESTATED ARTICLES/INCORPORATION



 




Exhibit
4.1


AMENDED AND RESTATED



ARTICLES OF INCORPORATION



OF



TOTAL SYSTEM SERVICES, INC.




ARTICLE I




     The name of the corporation is Total System Services, Inc.



ARTICLE II




     The corporation shall have perpetual duration.



ARTICLE III




     The corporation is organized pursuant to the provisions of the Georgia Business Corporation
Code.



ARTICLE IV




     The corporation is a corporation for profit and shall have the purpose of engaging in any
lawful business.



ARTICLE V




          The maximum number of shares of capital stock that the corporation shall be authorized to have
outstanding at any time shall be 700,000,000 shares, of which 600,000,000 shares shall be common
stock of the par value of $.l0 per share and 100,000,000 shares shall be preferred stock, par value
$.10 per share. The amount of capital with which the corporation shall begin business shall not be
less than $500. The corporation may acquire its own shares and shares so acquired shall become
treasury shares.



          Subject to all of the rights of any outstanding shares of preferred stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article V, the common stock
of the corporation shall possess all such rights and privileges as are afforded to capital stock by
applicable law in the absence of any express grant of rights or privileges provided for herein,
including, but not limited to, the following rights and privileges:



     (a) Dividends may be declared and paid or set apart for payment upon the common stock out of
any assets or funds of the corporation legally available for the payment of dividends;



     (b) The holders of common stock shall have the right to vote for the election of directors and
on all other matters requiring shareholder action, each share being entitled to one vote; and



     (c) Upon the voluntary or involuntary liquidation, dissolution or winding-up of the
corporation, the net assets of the corporation available for distribution shall be distributed pro
rata to the holders of the common stock in accordance with their respective rights and interests.



 









 





     In accordance with the provisions of the Georgia Business Corporation Code, the Board of
Directors of the corporation may determine the preferences, limitations, and relative rights of (1)
any class of preferred stock before the issuance of any shares of that class or (2) one or more
series within a class of preferred stock, and designate the number of shares within that series,
before the issuance of any shares of that series.



ARTICLE VI




     No shareholder of the corporation shall have any preemptive right to purchase, subscribe for
or otherwise acquire any shares of stock of any class of the corporation, or any series of any
class, or any options, rights or warrants to purchase any shares of any class, or any series of any
class, or any other of the securities of the corporation convertible into or carrying an option to
purchase shares of any class, or any series of any class, whether now or hereafter authorized, and
the Board of Directors of the corporation may authorize the issuance of shares of stock of any
class, and series of the same class, or options, rights or warrants to purchase shares of any
class, or any series of any class, or any securities convertible into or carrying an option to
purchase shares of any class, or any series of any class, without offering such issue of shares,
options, rights, warrants or other securities, either in whole or in part, to the shareholders of
the corporation.



ARTICLE VII




     The Board of Directors of the corporation may authorize the issuance of bonds, debentures and
other evidences of indebtedness of the corporation and may fix all of the terms thereof, including,
without limitation, the convertibility thereof into shares of stock of the corporation of any
class, or any series of the same class.



ARTICLE VIII




     Section 1. The number of members of the Board of Directors of the corporation shall be
fixed from time to time solely by the action of the Board of Directors. The Board of Directors of
the corporation shall be divided into three classes, with each class to be as nearly equal in
number as possible. At the first annual meeting of the shareholders of the corporation, all
members of the Board of Directors shall be elected with the terms of office of directors comprising
the first class to expire at the first annual meeting of the shareholders of the corporation after
their election, the terms of office of directors comprising the second class to expire at the
second annual meeting of the shareholders of the corporation after their election and the terms of
office of directors comprising the third class to expire at the third annual meeting of the
shareholders of the corporation after their election, and as their terms of office expire, the
directors of each class will be elected to hold office until the third succeeding annual meeting of
the shareholders of the corporation after their election.



     Section 2. Directors of the corporation may be removed from office only for cause by
the affirmative vote of at least 66 2/3% of the total issued and outstanding shares of the
corporation’s common stock, except that if a Director is elected by a different voting group of
shareholders (i) only the shareholders of such voting group may participate in the vote to remove
such Director and (ii) the requisite vote shall be as set forth in the articles of amendment
setting



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forth the preferences, limitations and relative rights of the relevant class or series of
preferred stock.




ARTICLE IX




     A special meeting of the shareholders of the corporation may be called only (i) by the Board
of Directors or (ii) upon the action of a majority of the total number of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting.



ARTICLE X




     Section 1. Alternative Stakeholders. In discharging the duties of their
respective positions and in determining what is believed to be in the best interests of the
corporation, the Board of Directors, committees thereof and individual directors, in addition to
considering the effects of any action on the corporation and its shareholders, may consider the
interests of 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 directors consider pertinent; provided,
however, that this provision shall be deemed solely to grant discretionary authority to the
directors and shall not be deemed to provide to any constituency any right to be considered.



     Section 2. Appropriate Actions. If the Board of Directors determines that any
proposed business combination should be rejected, it may take any lawful action to accomplish its
purpose including, but not limited to, any or all of the following: (i) advising shareholders not
to accept the offer; (ii) litigation against the offeror; (iii) filing complaints with governmental
and regulatory authorities; (iv) acquiring the corporation’s securities; (v) selling or otherwise
issuing authorized but unissued securities of the corporation or treasury stock or granting options
or rights with respect thereto; (vi) acquiring a company to create an antitrust or other regulatory
problem for the offeror; and (vii) soliciting a more favorable offer from another individual or
entity.



ARTICLE XI




     No director shall have personal liability to the corporation or its shareholders for monetary
damages for any action taken, or any failure to take any action, as a director, except liability,
to the extent provided by applicable law: (i) for any appropriation, in violation of his or her
duties, of any business opportunity of the corporation; (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (iii) for the types of liability for which
the director is found liable pursuant to Section 14-2-832 of the Georgia Business Corporation Code,
or any amendment thereto or successor provision thereto; or (iv) for any transaction from which the
director received an improper personal benefit. This provision shall not eliminate or limit the
liability of a director for any act or omission occurring prior to July 1, 1987. No amendment to
or repeal of this provision shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.




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