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                                  EXHIBIT 4.1

              Restated Articles of Incorporation of the Registrant
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                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                        COUSINS PROPERTIES INCORPORATED

                                       1.

                        The name of the corporation is:

                        COUSINS PROPERTIES INCORPORATED

                                       2.

                 The corporation shall have perpetual duration.

                                       3.

         The purposes of the corporation shall be to engage in and carry on the
businesses of buying, leasing and otherwise acquiring lands and interests in
lands of every kind and description and wheresoever situated; buying, leasing
and otherwise acquiring and constructing and erecting, or contracting for the
construction and erection of buildings and structures in and on said lands for
any uses or purposes; holding, owning, improving, developing, maintaining,
operating, letting, leasing, mortgaging, selling or otherwise disposing of such
property or any part thereof; equipping, furnishing and operating apartments,
apartment houses, hotels, apartment hotels, restaurants, office buildings,
shopping centers, warehouses or any other buildings or structures of whatsoever
kind; to loan its funds to any person, firm or corporation, either with or
without security; and to conduct any other businesses and engage in any other
activities not specifically prohibited to corporations for profit under the
laws of the State of Georgia, and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities, including,
but not limited to, the powers enumerated in the Georgia Business Corporation
Code or any amendment thereto.

                                      4.

         The corporation shall have the authority to issue 50 million shares of
Common Stock at $1 par value per share.

                                       5.

         Shares of stock of the corporation may be issued by the corporation
for such consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors.

                                       6.

         No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

                                       7.

         Subject to the provisions of Sec. 14-2-91 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of stock of the corporation out of the capital surplus of the
corporation.

                                       8.

         The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available




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                                       3.

         The purposes of the corporation shall be to engage in and carry on the
businesses of buying, leasing and otherwise acquiring lands and interests in
lands of every kind and description and wheresoever situated; buying, leasing
and otherwise acquiring and constructing and erecting, or contracting for the
construction and erection of buildings and structures in and on said lands for
any uses or purposes; holding, owning, improving, developing, maintaining,
operating, letting, leasing, mortgaging, selling or otherwise disposing of such
property or any part thereof; equipping, furnishing and operating apartments,
apartment houses, hotels, apartment hotels, restaurants, office buildings,
shopping centers, warehouses or any other buildings or structures of whatsoever
kind; to loan its funds to any person, firm or corporation, either with or
without security; and to conduct any other businesses and engage in any other
activities not specifically prohibited to corporations for profit under the
laws of the State of Georgia, and the corporation shall have all powers
necessary to conduct such businesses and engage in such activities, including,
but not limited to, the powers enumerated in the Georgia Business Corporation
Code or any amendment thereto.

                                      4.

         The corporation shall have the authority to issue 50 million shares of
Common Stock at $1 par value per share.

                                       5.

         Shares of stock of the corporation may be issued by the corporation
for such consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors.

                                       6.

         No shareholder shall have any preemptive right to subscribe for or to
purchase any shares of stock or other securities issued by the corporation.

                                       7.

         Subject to the provisions of Sec. 14-2-91 of the Georgia Business
Corporation Code, the Board of Directors shall have the power to distribute a
portion of the assets of the corporation, in cash or in property, to holders of
shares of stock of the corporation out of the capital surplus of the
corporation.

                                       8.

         The corporation shall have the full power to purchase and otherwise
acquire, and dispose of, its own shares and securities granted by the laws of
the State of Georgia and shall have the right to purchase its shares out of its
unreserved and unrestricted capital surplus available




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therefor as well as out of its unreserved and unrestricted earned surplus
available therefor.  Shares of the Corporation's Common Stock acquired by the
Corporation shall be treasury shares.

                                       9.

         A.      In addition to any affirmative vote required by law, by any
other provision of these Articles of Incorporation or by the Bylaws of the
corporation,

                          (i)     any merger or consolidation of the 
                 corporation with or into any other corporation, or

                          (ii)    any sale, lease, exchange, mortgage, pledge,
                 transfer or other disposition (in one transaction or a series
                 of related transactions) of all or substantially all of the
                 assets of the corporation, or

                          (iii)   the adoption of any plan or proposal for 
                 the liquidation or dissolution of the corporation, or
                                              

                          (iv)    any reclassification of securities of the
                 corporation or recapitalization or reorganization of the
                 corporation, 

shall require the affirmative vote of the holders of at least two-thirds 
of the then outstanding shares of common stock of the corporation.

         B.      Any amendment of or addition to these Articles of
Incorporation or the Bylaws of the corporation which would have the effect of
amending, altering, changing or repealing this Article shall require the
affirmative vote of the holders of at least two-thirds of the then outstanding
shares of common stock of the corporation.

                                      10.

                 No Director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions which involved intentional misconduct
or a knowing violation of law, (iii) for the types of liabilities set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the Director derived an improper personal benefit.

                                      11.

         A.      So long as the corporation desires to qualify as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and subject to the terms and provisions of this Article,



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                 (1)      After December 31, 1986, shares of stock of the
         corporation shall not be transferable to any Person (as defined in C.,
         below) if such transfer would cause such person to be the Owner (as
         defined in C., below) of more than 3.9% in value of the outstanding
         shares of the corporation (the "Limit").  After December 31, 1986, any
         transfer of shares either (a) on the books of the corporation or (b)
         between stockholders or (c) among accounts of a record stockholder
         (each of (a) (b) and (c) is referred to as a "Record Transfer") which
         would cause an accumulation of shares by any Person in excess of the
         Limit and therefore violate the prohibition of this A.(1), shall be
         void, and the intended beneficial transferee (the "Record Transferee")
         of such shares shall acquire no rights in such shares.

                 (2)      Except for Persons who were Owners of shares in
         excess of the Limit as of the close of business on December 31, 1986
         ("Prior Owners"), no Person shall at any time be the Owner of shares
         in excess of the Limit.

                 (3)      After the close of business on December 31, 1986, no
         Prior Owner shall at any time become the Owner of any shares not Owned
         as of the close of business on December 31, 1986, except for shares
         received pursuant to pro rata stock splits, stock dividends or similar
         transactions, shares acquired pursuant to stock plans approved by the
         shareholders of the corporation and shares acquired from a Person
         whose shares are attributed to such Prior Owner for purposes of
         determining whether the corporation satisfies the requirement imposed
         on REITs under Section 856(a)(6) of the Code; PROVIDED, HOWEVER, that
         a Prior Owner may become the Owner of shares not Owned as of the close
         of business on December 31, 1986 and not acquired in accordance with
         the first clause of this sentence (collectively, "Additional Shares")
         if immediately after the transaction in which such Prior Owner becomes
         the Owner of such Additional Shares, such Prior Owner will not Own a
         percentage of the value of the outstanding shares of the corporation
         greater than the percentage of the value of the outstanding
         shares of the corporation Owned by such Prior Owner as of the close of
         business on December 31, 1986, excluding, for the purpose of
         calculating such Prior Owner's Ownership percentage after such
         transaction, shares acquired by such Prior Owner since December 31,
         1986 in transactions permitted under the first clause of this
         sentence.  Any Record Transfer which would result in a transfer of
         shares to a Prior Owner after December 31, 1986, in violation of this
         A.(3), shall be void, and the Record Transferee shall acquire no
         rights in such shares.

                 (4)      If, notwithstanding the provisions hereof, at any
         time after December 31, 1986, there is a Record Transfer in violation
         of the provisions hereof to a Person which, absent the prohibitions in
         A.(1), would have become an Owner of shares of the corporation in
         excess of the Limit, or there is a Record Transfer in violation of the
         provisions hereof to a Prior Owner after December 31, 1986, which,
         absent the prohibitions of A.(3), would have resulted in a Prior Owner
         becoming the Owner of shares not Owned as of the close of business on
         December 31, 1986, those shares of the corporation which are a part of
         the most recent Record Transfer and which are in excess of the Limit
         or are to or for the benefit of a Prior Owner after December 31, 1986,
         as the




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         case may be, including for this purpose shares deemed Owned through
         attribution, shall constitute "Excess Shares".

                 (5)      Excess Shares shall have the following
                          characteristics:

                          (a)     Excess Shares shall be deemed to have been
                 transferred to the corporation as trustee (the "Trustee") of a
                 trust (the "Trust") for the exclusive benefit of such Person
                 or Persons to whom the Excess Shares shall later be
                 transferred pursuant to (b) or (c) below;

                          (b)     Subject to the corporation's rights described
                 in (e) below, an interest in the Trust (representing the
                 number of Excess Shares held by the Trust attributable to the
                 Record Transferee as a result of the Record Transfer that is
                 void under A.(1) or A.(3) shall be freely transferable by the
                 Record Transferee (i) at a price which does not exceed the
                 price paid by the Record Transferee for the Excess Shares in 
                 connection with the Record Transfer (ii) or, if the shares 
                 become Excess Shares in a transaction otherwise than for value 
                 (e.g. by gift, devise or descent) at a price which does not 
                 exceed the Market Price on the date of the Record Transfer 
                 (in either case, the "Record Transfer Price") provided, 
                 however, that the Excess Shares held in the Trust attributable 
                 to the Record Transferee would not constitute Excess Shares 
                 in the hands of the transferee of the interest in the Trust.  
                 Upon such transfer, the Excess Shares attributable to the 
                 Record Transferee shall be removed from the Trust and 
                 transferred to the transferee of the interest in the Trust and 
                 shall no longer be Excess Shares, and the Record Transferee's 
                 interest in the Trust shall be extinguished;

                          (c)     Excess Shares shall not have any voting
                 rights, and shall not be considered for the purpose of any
                 stockholder vote or determining a quorum at the annual meeting
                 or any special meeting of stockholders, but shall continue to
                 be reflected as issued and outstanding stock of the
                 corporation;

                          (d)     No dividends or other distributions shall be
                 paid with respect to Excess Shares; any dividends paid in
                 error to a Record Transferee prior to the discovery by the
                 corporation that the Record Transfer is void under A.(1) or
                 A.(3) will be payable back to the corporation upon demand; and

                          (e)     Excess Shares shall be deemed to have been
                 offered for sale to the corporation or its designee at the
                 lesser of the Record Transfer Price and the Market Price on
                 the date of acceptance of the offer.  The corporation shall
                 have the right to accept such offer for a period of ninety
                 (90) days from (i) the date of the Record Transfer which,
                 absent the provisions of A.(1) or A.(3), would have made the
                 Record Transferee the holder of Excess Shares, if the
                 corporation has been given notice pursuant to B.(2) that such
                 Record Transfer creates Excess Shares as of the date of such
                 Record Transfer or (ii) the date the Board of Directors
                 determines in good faith that a Record Transfer which, absent
                 the




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                 provisions of A.(1) or A.(3), would have made the Record
                 Transferee the holder of Excess Shares has taken place, if the
                 corporation does not receive such notice pursuant to B.(2).
                 Prior to any transfer of an interest in the Trust pursuant to
                 A.(5)(b), notice of the transfer must be given to the
                 corporation by the Record Transferee, and the corporation must
                 (i) waive in writing its right to accept the offer described
                 in this A.(5)(e) and (ii) make a good faith determination that
                 the Excess Shares held in the Trust attributable to the Record
                 Transferee would not constitute Excess Shares in the hands of
                 the transferee of the interest in the Trust.

                 (6)     If, notwithstanding the provisions of A.(1), and
         A.(3), (i) any Person acquires shares in excess of the Limit or
         (ii) any Prior Owner acquires additional shares after December 31,
         1986, in violation of the provisions hereof, and the corporation would
         have qualified as a REIT but for the fact that more than 50% in value
         of its shares are held by five or fewer individuals in the last half
         of the taxable year in violation of the requirements of the Code, then
         that Person, and any legal entities which constitute that Person,
         shall be jointly and severally liable for and shall pay to the
         corporation, on an after-tax basis, an amount equal to all taxes,
         penalties and interest imposed, and all costs (plus interest of 15%
         per annum from the date such costs are incurred) incurred by the
         corporation, as a result of the corporation losing its REIT
         qualification (the "Indemnity").  For purposes of the preceding
         sentence, the amount of taxes shall include the taxes that would be
         payable if the corporation, immediately after losing its REIT
         qualification, sold all of its properties for cash at their fair
         market value ("Built-In Gain Tax"), regardless of whether the
         corporation actually engages in any such sales.  Should the loss of
         REIT qualification occur as described above, then the corporation may
         seek to have its qualification restored for the next taxable year, but
         shall not be required to do so.  If the corporation is unable to
         requalify for the succeeding year as a result of the prohibited share
         acquisitions, the Indemnity shall be applicable until the corporation
         is again able to elect to be taxed as a REIT.  Even if the corporation
         is again able to elect to be taxed as a REIT, however, the Indemnity
         shall nevertheless include the full amount of the Built-In Gain Tax,
         even if the corporation is allowed to pay any such taxes at the time
         any properties are sold during the ten-year period following the
         corporation's requalification as a REIT.  If more than one Person has
         acquired shares in excess of the Limit or is a Prior Owner who has
         improperly acquired additional shares after December 31, 1986, prior
         to or at the time of the loss of REIT qualification, then all such
         Persons and Prior Owners, together with all legal entities which
         constitute any of them, shall be jointly and severally liable, with
         right of contribution, for the Indemnity.  However, the foregoing
         sentence shall not require that the corporation proceed against any
         one or several of such Persons or Prior Owners or the legal entities
         which constitute them.

                 (7)     All certificates evidencing ownership of shares of the
         corporation shall bear a conspicuous legend describing the 
         restrictions set forth in this Article.  Stickers bearing such legend
         will be distributed to record holders of shares of the corporation's 
         common stock within 30 days after the effective date of this Article 
         11.  Such stickers shall be affixed by the holders to the certificates 
         evidencing ownership of their shares.




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         B.      (1)      If the Board of Directors or its designees shall at
any time determine in good faith that a Record Transfer has taken place in
violation of A.(1) or A.(3) or that a Person intends to acquire or has
attempted to acquire Ownership of any shares of the corporation in violation of
A.(1) or A.(3), the Board of Directors or its designees shall take such action
as it deems advisable to refuse to give effect or to prevent to such transfer
or acquisition, including but not limited to refusing to give effect to such
transfer or acquisition on the books of the corporation or instituting
proceedings to enjoin such transfer or acquisition.

                 (2)      Any Person who acquires or attempts to acquire shares
         in violation of A.(1) or A.(3), or who becomes the Record Transferee
         of shares which, under A.(4), become Excess Shares in the hands of
         that Person, is obliged immediately to give written notice thereof to
         the corporation and to give to the corporation such other information
         as the corporation may reasonably require of such Person (a) with
         respect to the Ownership of outstanding shares held directly or by
         attribution by such Person, and (b) such other information as may be
         necessary to determine the corporation's status under the Code.

                 (3)      The corporation has the right to request information
         similar to that described in (2) immediately above if it determines,
         in good faith, that a Person is attempting to acquire shares in
         violation of A.(1) and A.(3) or that a Record Transfer has been made
         which has resulted in Excess Shares.

         C.      For the purpose of the determination to be made under this
Article.

                 (1)      A Person shall be considered to "Own", be the "Owner"
         or have "Ownership" of shares if he is treated as owner of such shares
         for purposes of determining whether the corporation satisfies the
         requirements imposed on REITs under Sections 856(a)(6) of the Code.

                 (2)      "Person" includes an individual, corporation,
         partnership, estate, trust (including a trust qualified under Section
         401(a) or 501(c)(1) of the Code), association, private foundation
         within the meaning of Section 509(a) of the Code, joint stock company
         or other entity and also includes a group as that term is used for
         purposes of Section 13(d)(3) of the Act, but does not include a
         corporate underwriter which participates in a public offering of the
         corporation's common stock for a period of seven days following the
         purchase by such underwriter of the corporation's common stock.
         "Person" does not include an organization that qualifies under Section
         501(c)(3) of the Code that is not a private foundation within the
         meaning of Section 509(a) of the Code.

                 (3)      "Market Price" for Excess Shares shall be the average
         of the high and low prices as reported on the New York Stock Exchange
         composite tape if the shares are listed or admitted for trading on the
         New York Stock Exchange, or as reported by the NASDAQ national market
         system if the shares are designated as national market system
         securities and are not listed or admitted for trading on the New York
         Stock Exchange, for the trading day immediately preceding the relevant
         date.




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                 (4)      In the case of an ambiguity in the application of any
         of the provisions of (1) and (2) above, the Board of Directors or a
         committee thereof shall have the power to determine for purposes of
         this Article on the basis of information known to it (i) whether any
         Person Owns shares, (ii) whether any two or more individuals,
         corporations, partnerships, estates, trusts, associations or joint
         stock companies or other entities constitute a Person, and (iii)
         whether any of the entities of (ii) above constitute a group.

         D.      If any provision of this Article or any application of any
such provision is determined to be invalid by any Federal or state court having
jurisdiction over the issues, the validity of the remaining provisions shall
not be affected and other applications of such provision shall be affected only
to the extent necessary to comply with the determination of such court.

         E.      Nothing contained in this Article shall limit the authority of
the Board of Directors to take such other action as it deems necessary or
advisable to protect the corporation and the interests of its stockholders by
preservation of the corporation's status as a REIT under the Code.




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