exv4w1






Exhibit 4.1




THIS COMPOSITE ARTICLES OF INCORPORATION OF CHICO’S FAS, INC. (THE “CORPORATION”) REFLECTS THE
PROVISIONS OF THE CORPORATION’S ARTICLES OF RESTATEMENT OF ARTICLES OF INCORPORATION FILED WITH THE
FLORIDA DEPARTMENT OF STATE ON JUNE 28, 2005, AS AMENDED BY ARTICLES OF AMENDMENT FILED WITH THE
FLORIDA DEPARTMENT OF STATE ON JULY 20, 2009, BUT IS NOT AN AMENDMENT AND/OR FURTHER RESTATEMENT
THEREOF.



COMPOSITE

ARTICLES OF INCORPORATION

OF

CHICO’S FAS, INC.




ARTICLE I




Name




     The name of this Corporation shall be:



CHICO’S FAS, INC.




ARTICLE II




Term of Existence




     This Corporation is to exist perpetually.



ARTICLE III




General Purpose




     The general purpose for which this Corporation is organized is the transaction of any and all
lawful business for which corporations may be incorporated under the Business Corporation Act of
the State of Florida, and any amendments thereto, and in connection therewith, this Corporation
shall have and may exercise any and all powers conferred from time to time by law upon corporations
formed under such Act.



ARTICLE IV




Capital Stock




     1. Authorized Capitalization.



 









 





     (a) The total number of shares of capital stock authorized to be issued by this Corporation
shall be:




     2,500,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).




     400,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”); and



     (b) The designation, relative rights, preferences and liabilities of each class of stock,
itemized by class, shall be as follows:




     (i) Preferred. Shares of the Preferred Stock may be issued from time to time in one or
more series. The board of directors of this Corporation (hereafter the “Board of Directors”
or “Board”) by resolution shall establish each series of Preferred Stock and fix and
determine the number of shares and the designations, preferences, limitations and relative
rights of each such series, provided that all shares of the Preferred Stock shall be
identical except as to the following relative rights and preferences, as to which there may
be variations fixed and determined by the Board of Directors between different series:




     (A) The rate or manner of payment of dividends.




     (B) Whether shares may be redeemed and, if so, the redemption price and the
terms and conditions of redemption.




     (C) The amount payable upon shares in the event of voluntary and involuntary
liquidation.




     (D) Sinking fund provisions, if any, for the redemption or purchase of shares.




     (E) The terms and conditions, if any, on which the shares may be converted.




     (F) Voting rights, if any.




     (G) Any other rights or preferences now or hereafter permitted by the laws of
the State of Florida as variations between different series of preferred stock.




     (ii) Common. Each share of Common Stock shall be entitled to one vote on all matters
submitted to a vote of stockholders, except matters required to be voted on exclusively by
holders of Preferred Stock or of any series of Preferred Stock. The holders of Common Stock
shall be entitled to such dividends as may be declared by the Board of Directors from time
to time, provided that required dividends, if any, on the Preferred Stock have been paid or
provided for. In the event of the liquidation,



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dissolution, or winding up, whether voluntary or involuntary, of this Corporation, the
assets and funds of this Corporation available for distribution to stockholders, and
remaining after the payment to holders of Preferred Stock of the amounts to which they are
entitled, shall be divided and paid to the holders of the Common Stock according to their
respective shares.



     2. No Preemptive Rights.



     (a) Preferred Stock. Unless otherwise specifically provided in the terms of the Preferred
Stock, the holders of any class of Preferred Stock of this Corporation shall have no preemptive
right to subscribe for and purchase their proportionate share of any additional Preferred Stock (of
the same class or otherwise) or Common Stock issued by this Corporation, from and after the
issuance of the shares originally subscribed for by the stockholders of this Corporation, whether
such additional shares be issued for cash, property, services or any other consideration and
whether or not such shares be presently authorized or be authorized by subsequent amendment to
these Articles of Incorporation.



     (b) Common Stock. The holders of Common Stock of this Corporation shall have no preemptive
right to subscribe for and purchase their proportionate share of any additional Preferred Stock or
Common Stock issued by this Corporation, from and after the issuance of the shares originally
subscribed for by the stockholders of this Corporation, whether such additional shares be issued
for cash, property, services or any other consideration and whether or not such shares be presently
authorized or be authorized by subsequent amendment to these Articles of Incorporation.



     3. Payment for Stock. The consideration for the issuance of shares of capital stock may be
paid, in whole or in part, in cash, in promissory notes, in other property (tangible or
intangible), in labor or services actually performed for this Corporation, in promises to perform
services in the future evidenced by a written contract, or in other benefits to this Corporation at
a fair valuation to be fixed by the Board of Directors. When issued, all shares of stock shall be
fully paid and nonassessable.



     4. Treasury Stock. The Board of Directors of this Corporation shall have the authority to
acquire by purchase and hold from time to time any shares of its issued and outstanding capital
stock for such consideration and upon such terms and conditions as the Board of Directors in its
discretion shall deem proper and reasonable in the interest of this Corporation.



ARTICLE V




Registered Office and Registered Agent




     The registered office of this Corporation shall be located at 2731 Executive Park Drive, Suite
4, Weston Florida 33331 and the registered agent of this Corporation at such office shall be NRAI
Services, Inc. This Corporation shall have the right to change such registered office and such
registered agent from time to time, as provided by law.



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ARTICLE VI




Directors




     1. Number. The Board of Directors of this Corporation shall consist of not less than three
(3) and not more than twelve (12) members, the exact numbers of directors to be fixed from time to
time as provided in the bylaws of this Corporation.



     2. Classification. The Board of Directors shall be divided into three classes, Class I, Class
II and Class III, as nearly equal in number as possible. At each annual meeting of stockholders,
the successors to the class of directors whose terms then shall expire shall be identified as being
the same class as the directors they succeed and elected to hold office for a term expiring at the
third succeeding annual meeting of stockholders.



     If the number of directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal as possible, and
any additional directors of any class elected to fill a vacancy resulting from an increase in such
class shall hold office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.



     Notwithstanding the foregoing, 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 or the resolution or resolutions adopted by the Board of
Directors pursuant to Article IV hereof, and such directors so elected shall not be divided into
classes pursuant to this Article VI unless expressly provided by such terms.



     3. Powers. The business and affairs of this Corporation shall be managed by the Board of
Directors, which may exercise all such powers of this Corporation and do all such lawful acts and
things as are not by law directed or required to be exercised or done by the stockholders.



     4. Quorum. A quorum for the transaction of business at all meetings of the Board of Directors
shall be a majority of the number of directors determined from time to time to comprise the Board
of Directors, and the act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the directors.



     5. Removal. Subject to the rights, if any, of the holders of shares of Preferred Stock then
outstanding, any or all of the directors of this Corporation may be removed from office for cause
by the stockholders of this Corporation at any annual or special meeting of stockholders by



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the affirmative vote of at least 66-2/3% of the outstanding shares of Common Stock of this
Corporation. Notice of any such annual or special meeting of stockholders shall state that the
removal of a director or directors for cause is among the purposes of the meeting. Directors may
not be removed by the stockholders without cause.



     6. Vacancies. Newly created directorships resulting from any increase in the number of
directors or any vacancy on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though less than a quorum, or by a sole
remaining director, or by the stockholders. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of directors in which
the new directorship was created or the vacancy occurred and until such director’s successor shall
have been elected and qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.



     7. Elections. When a quorum is present at any meeting for the election of
directors, the vote required for election of a director by stockholders, other than in a contested
election, shall be the affirmative vote of a majority of votes cast with respect to the director
nominee. A majority of votes cast means that the number of votes cast “for” a director must exceed
the number of votes cast “against” that director. In a contested election, the nominees receiving
the greatest number of votes “for” their election, up to the number of directors to be elected,
shall be elected. Abstentions and broker non-votes will not count as votes either “for” or
“against” a nominee.



     The election is “contested” if (i) the Secretary of this Corporation has received a notice
that a stockholder has nominated a person for election to the Board of Directors in compliance with
the advance notice requirements for stockholder nominees for director set forth in Article VI,
Section 8 hereof and (ii) such nomination has not been withdrawn by such stockholder on or prior to
the tenth business day preceding the date this Corporation first mails its notice of meeting to the
stockholders.



     8. Nominations. Subject to the rights, if any, of the holders of shares of Preferred
Stock then outstanding, only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors at meetings of stockholders.



     Nominations of persons for election to the Board of Directors of this Corporation may be made
at a meeting of stockholders by or at the direction of: (a) the Board of Directors; (b) by any
nominating committee or person appointed by the Board; (c) or by any stockholder of this
Corporation entitled to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Article VI, Section 8.



     Nominations by stockholders shall be made pursuant to timely notice in writing to the
Secretary of this Corporation. To be timely, a stockholder’s notice must be delivered to, or
mailed and received at, the principal executive offices of this Corporation not less than 60 days
prior to the date of the meeting at which the director(s) are to be elected, regardless of any
postponements, deferrals or adjournments of that meeting to a later date; provided, however, that



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if less than 70 days’ notice or prior public disclosure of the date of the scheduled meeting is
given or made, notice by the stockholder, to be timely, must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on which notice was
given or such public disclosure was made.



     A stockholder’s notice to the Secretary shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of this Corporation which are
beneficially owned by the person, and (iv) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of directors pursuant to
Schedule 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on this Corporation’s books, of the
stockholder and (ii) the class and number of shares of this Corporation’s stock which are
beneficially owned by the stockholder on the date of such stockholder notice. This Corporation may
require any proposed nominee to furnish such other information as may reasonably be required by
this Corporation to determine the eligibility of such proposed nominee to serve as a director of
this Corporation.



     The presiding officer of the meeting shall determine and declare at the meeting whether the
nomination was made in accordance with the terms of this Article VI, Section 8. If the presiding
officer determines that a nomination was not made in accordance with the terms of this Article VI,
Section 8, he or she shall so declare at the meeting and any such defective nomination shall be
disregarded.



ARTICLE VII




Address




     The address of the principal office and mailing address of this Corporation shall be:



11215 Metro Parkway

Ft. Myers, Florida 33912




ARTICLE VIII




Stockholder Meetings




     1. Annual Meetings. At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been brought before the
annual meeting (a) by, or at the direction of, the Board of Directors, or (b) by any stockholder of
this Corporation who complies with the notice procedures set forth in this Article VIII, Section 1
and the requirements of Rule 14a-8 under the Securities Exchange Act of 1934.




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     For a proposal to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of this Corporation.
To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal
executive offices of this Corporation not less than 60 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder, to be timely, must be so
delivered or received not later than the close of business on the tenth day following the earlier
of the day on which such notice of the date of the scheduled annual meeting was given or the day on
which such public disclosure was made.



     A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the proposal desired to be
brought before the annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on this Corporation’s books, of the stockholder
proposing such business and any other stockholders known by such stockholder to be supporting such
proposal, (c) the class and number of shares of this Corporation’s stock which are beneficially
owned by the stockholder on the date of such stockholder notice and by any other stockholders known
by such stockholder to be supporting such proposal on the date of such stockholder notice, and (d)
any financial interest of the stockholder in such proposal.



     The presiding officer of the annual meeting shall determine and declare at the annual meeting
whether the stockholder proposal was made in accordance with the terms of this Article VIII,
Section 1. If the presiding officer determines that a stockholder proposal was not made in
accordance with the terms of this Article VIII, Section 1, he or she shall so declare at the annual
meeting and any such proposal shall not be acted upon at the annual meeting.



     This provision shall not prevent the consideration and approval or disapproval at the annual
meeting of reports of officers, directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at such annual meeting unless
stated, filed and received as herein provided.



     2. Special Meetings. Special meetings of the stockholders of this Corporation for any purpose
or purposes may be called at any time by (a) the Board of Directors; (b) the Chairman of the Board
of Directors (if one is so appointed); (c) the President of this Corporation; or (d) by holders of
not less than 25% of all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting, if such stockholders sign, date and deliver to this Corporation’s
secretary one or more written demands for the meeting describing the purpose or purposes for which
it is to be held. Special meetings of the stockholders of this Corporation may not be called by
any other person or persons.



     At any special meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon, as shall have been set forth in the notice of such special meeting.



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     3. Written Consents. Effective beginning as of June 1, 1993, any action required or permitted
to be taken at any annual or special meeting of stockholders of this Corporation may be taken only
upon the vote of such stockholders at an annual or special meeting duly called in accordance with
the terms of this Article VIII, Section 1 and 2, and may not be taken by written consent of such
stockholders.



ARTICLE IX




Amendments




     This Corporation reserves the right to amend, alter, change or repeal any provisions contained
in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon the stockholders herein are subject to this reservation. Notwithstanding
anything contained in these Articles of Incorporation to the contrary, the affirmative vote of at
least 66-2/3% of the outstanding shares of Common Stock of this Corporation shall be required to
amend or repeal Articles VI or VIII of these Articles of Incorporation or to adopt any provision
inconsistent therewith.



ARTICLE X




Bylaws




     1. Adoption, Amendment, Etc. The power to adopt the bylaws of this Corporation, to alter,
amend or repeal the bylaws, or to adopt new bylaws, shall be vested in the Board of Directors of
this Corporation; provided, however, that any bylaw or amendment thereto as adopted by the Board of
Directors may be altered, amended, or repealed by vote of the stockholders entitled to vote
thereon, or a new bylaw in lieu thereof may be adopted by the stockholders, and the stockholders
may prescribe in any bylaw made by them that such bylaw shall not be altered, amended or repealed
by the Board of Directors.



     2. Scope. The bylaws of this Corporation shall be for the government of this Corporation and
may contain any provisions or requirements for the management or conduct of the affairs and
business of this Corporation, provided the same are not inconsistent with the provisions of these
Articles of Incorporation, or contrary to the laws of the State of Florida or of the United States.




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