Exhibit 3.1.17
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
FIRST: The constituent corporations are Ringer Acquisition Corp., a Delaware corporation, and TeleVox Software, Incorporated, a Delaware corporation.
SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Title 8, Section 251 of the Delaware General Corporation Law.
THIRD: The name of the surviving corporation is TeleVox Software, Incorporated, a Delaware corporation.
FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Amended and Restated Certificate of Incorporation as attached hereto asExhibit A.
FIFTH: The merger is to become effective upon the filing of this Certificate of Merger with the Secretary of State of Delaware.
SIXTH: The Agreement of Merger is on file at TeleVox Software, Incorporated, 1110 Montlimar Drive, Suite 700, Mobile, Alabama 36609, the place of business of the surviving corporation.
SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, this 1st day of March A.D., 2007.
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| TELEVOX SOFTWARE, INCORPORATED |
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| By: | | /s/ W. Neil Armentrout |
| Name: | | W. Neil Armentrout |
| Title: | | Chief Executive Officer |
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| | State of Delaware
Secretary of State
Division of Corporations
Delivered 12:23 PM 03/01/2007
FILED 12:23 PM 03/01/2007
SRV 070263886 - 3186058 FILE |
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TELEVOX SOFTWARE, INCORPORATED
TeleVox Software, Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware hereby certifies as follows:
1. The name of the corporation is TeleVox Software, Incorporated. TeleVox Software, Incorporated was originally incorporated under the name TeleVox Software, Incorporated, and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on February 29, 2000.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation.
3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:
ARTICLE I. NAMEOF CORPORATION
The name of this corporation is TeleVox Software, Incorporated.
ARTICLE II. NAMEAND ADDRESSOF INCORPORATOR
The name and mailing address of the incorporator of this corporation is:
Donald M. Woodard
Greenberg Traurig
3423 Piedmont Road, Suite 200
Atlanta, Georgia. 30305
ARTICLE III. REGISTERED OFFICE; REGISTERED AGENT
The address of this corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
ARTICLE IV. PURPOSE
The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE V. CAPITAL STOCK
The total number of shares of stock which this corporation shall have authority to issue is Ten Thousand (10,000). All such shares are to be designated as Common Stock, par value One Dollar ($1.00) per share, and are to be of one class.
ARTICLE VI. BOARDOF DIRECTORS
Section 6.01 General.
The business and affairs of this corporation shall be managed by, or under the direction of, a Board of Directors comprised as set forth in this Article VI.
Section 6.02 Number of Directors.
The number of directors of this corporation shall be as specified in the by-laws or fixed in the manner provided therein.
Section 6.03 Term of Office.
A director shall hold office until the annual meeting of stockholders next following his election and until his successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
Section 6.04 Election of Directors.
Election of directors need not be by written ballot except and to the extent provided in the by-laws of this corporation.
Section 6.05 Removal of Directors.
At any meeting of stockholders with respect to which notice of such purpose has been given, the entire Board of Directors or any individual director may be removed, with or without cause, by the affirmative vote of the holders of a majority of all outstanding shares entitled to be voted at an election of directors.
Section 6.06 Vacancies.
Any vacancy on the Board of Directors that results from an increase in the number of directors or from the prior death, resignation, retirement, disqualification or removal from office of a director shall be filled by a majority of the Board of Directors then in office, though less than a quorum, or by the sole remaining director, or by the stockholders of this corporation if the Board of Directors has not filled the vacancy. Any director elected to fill a vacancy resulting from the prior death, resignation, retirement, disqualification or removal from office of a director shall have the same remaining term as that of his or her predecessor.
Section 6.07 Severability.
The invalidity or unenforceability of this Article VI or any portion hereof, or of any action taken pursuant to this Article VI, shall not affect the validity or enforceability of any other provision of this Certificate of Incorporation, any action taken pursuant to such other provision, or any action taken pursuant to this Article VI.
ARTICLE VII. BY-LAWS
The Board of Directors, by vote of a majority of the whole Board of Directors, shall have the power to adopt, amend or repeal the by-laws of this corporation, but any by-law adopted by the Board of Directors may be amended or repealed by the stockholders.
ARTICLE VIII. MEETINGSOF STOCKHOLDERS; BOOKSOF CORPORATION
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of this corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or the by-laws of this corporation
ARTICLE IX. LIABILITYOF DIRECTORS
A director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the person liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this Article IX shall not adversely affect any right or protection of a director of this corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.
ARTICLE X. COMPROMISE
Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction with the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
ARTICLE XI. RESERVATIONOF RIGHTS
The corporation reserves the right at any time, and from time to time, to amend, altor, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time may be added or inserted, in whatsoever nature conferred upon stockholders or directors by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article XI.
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IN WITNESS WHEREOF, the undersigned hereby acknowledges that the foregoing Amended and Restated Certificate of Incorporation is his act and deed and that the facts stated herein are true on this 1st day of March, 2007.
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| TELEVOX SOFTWARE, INCORPORATED |
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| By: | | /s/ Robert B. Johnson |
| Name: | | Robert B. Johnson |
| Title: | | Executive Vice President |
