Attached files
Exhibit 3.1
CHARTER
OF
J. ALEXANDERS HOLDINGS, INC.
The undersigned, acting as the incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.
1. The name of the corporation is J. Alexanders Holdings, Inc.
2. The corporation is for profit.
3. The street address of the corporations principal office is:
3401 West End Avenue, Suite 260
Nashville, Tennessee 37203
County of Davidson
4. (a) The name of the corporations initial registered agent is:
CT Corporation System
(b) The street address of the corporations initial registered office in Tennessee is:
800 S. Gay Street, Suite 2021
Knoxville, Tennessee 37929
County of Knox
5. The name and address of the incorporator is:
Ryan Hoffman
Bass, Berry & Sims PLC
150 3rd Avenue South, Suite 2800
Nashville, TN 37201
6. The number of shares of stock the corporation is authorized to issue is 1,000 shares of common stock, $0.001 per share par value.
7. The shareholders of the corporation shall not have preemptive rights.
8. To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption 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 Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 8 by the shareholders 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 or with respect to events occurring prior to such time.
9. Any action required or permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, to be taken at a shareholders meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.
Dated: August 15, 2014.
/s/ Ryan Hoffman |
Ryan Hoffman, Incorporator |
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