ARTICLES OF AMENDMENT AND RESTATEMENT
OF INTEGRAL SYSTEMS, INC.
Integral Systems, Inc., a Maryland Corporation (herein after called the
"Corporation") hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
1. The Corporation desires to amend and restate its Charter as
currently in effect. Therefore, the Charter of the Corporation is
hereby amended and restated by striking out in its entirety the existing
Charter and substituting in lieu thereof the following:
FIRST: The name of the corporation is INTEGRAL SYSTEMS, INC.
(hereinafter the "Corporation").
SECOND: The purposes for which the Corporation is formed are:
To carry on an engineering services and consulting business and to
engage in any transaction deemed necessary, convenient or incidental to
the foregoing purpose.
In aid of, or in connection with, the foregoing, or in the use,
management, improvement, or disposition of its property, the Corporation
shall have the power:
(a) To do all things lawful, necessary or incidental to the
accomplishment of the purposes set forth above; to exercise all lawful
powers possessed by Maryland corporations of similar character; to enter
into partnerships or joint ventures; and to engage in any business in
which a corporation organized under the laws of Maryland may engage,
except any business that is required to be specifically set forth in the
Articles of Incorporation.
(b) The objects, powers and purposes specified in any clause or
paragraph hereinbefore contained shall be construed as objects and
powers in furtherance and not in limitation of the general powers
conferred upon corporations by the laws of the State of Maryland; and it
is hereby expressly provided that the foregoing enumeration of specific
powers shall in no way limit or restrict any other power, object or
purpose of the Corporation or in any manner affect any general powers or
authority of the Corporation.
THIRD: The post office address of the principal office of the
Corporation in Maryland is 5000 Philadelphia Way, Suite A, Lanham,
Prince George's County, Maryland 20706. The name and post office
address of the resident agent of the Corporation in Maryland is Thomas
L. Gough at the same address.
FOURTH: The total number of shares of stock which the Corporation has
authority to issue is Eleven Million (11,000,000) shares, consisting of
Ten Million (10,000,000) shares of common stock, $0.01 par value per
share, and One Million (1,000,000) shares of series preferred stock, par
value $0.01 per share. The aggregate par value of all authorized shares
having a par value is One Hundred Ten Thousand Dollars ($110,000.00).
The Board of Directors shall have the power from time to time to
classify or reclassify, in one or more series, any unissued shares of
series preferred stock by setting or changing the number of shares
constituting such series and the designation, preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and
conditions of redemption of such shares and, in such event, the
Corporation shall file for record with the State Department of
Assessments and Taxation of Maryland articles supplementary in substance
and form as prescribed by the Maryland General Corporation Law ("MGCL").
FIFTH: BOARD OF DIRECTORS
Section 1. Number of Directors.
The Corporation shall have six (6) directors, which number may be
increased or decreased pursuant to the Bylaws, but the number of
directors shall not be less than the lesser of three (3) or the number
of stockholders, and such number of directors so fixed in such Bylaws
may be changed only by receiving the affirmative vote of (i) the holders
of at least 67% of all the shares of the corporation then entitled to
vote on such change, or (ii) a majority of the directors in office at
the time of vote. When the number of directors is changed, any increase
or decrease in the number of directorships shall be apportioned among
the classes so as to make all classes as nearly equal in number as
possible. The directors shall be divided into three classes
(denominated as Class I, Class II and Class III), as nearly equal in
number as reasonably possible, with the term of office of the Class I
directors to expire at the 1999 annual meeting of stockholders, the term
of office of the Class II directors to expire at the 2000 annual meeting
of stockholders and the term of office of the Class III directors to
expire at the 2001 annual meeting of stockholders. At each annual
meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, provided
that the stockholders electing new or replacement directors may from
time to time specify a term of less than three years in order to
maintain the number of directors in each class as nearly equal as
possible.
Section 2. Initial Directors.
The following individuals shall serve as the initial directors, in the
classes specified below.
Class I directors - Dominic A. Laiti, Robert P. Sadler
Class II directors - Thomas L. Gough, R. Doss McComas
Class III directors - Steven R. Chamberlain, Bonnie L. Wachtel
Section 3. Removal of Directors.
Any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and then only by the affirmative
vote of the holders of at least 67% of the aggregate combined voting
power of all classes of capital stock entitled to vote in the election
of directors, voting as one class, and only at a special meeting of
stockholders called for such purpose. For purposes of this Section,
"cause" shall mean the willful and continuous failure of a director to
perform duties to the Corporation (other than any such failure resulting
from temporary incapacity due to physical or mental illness) or gross
misconduct materially and demonstrably injurious to the Corporation.
SIXTH: Provisions for regulation of the internal affairs of the
Corporation are: None.
SEVENTH: The Corporation shall exist perpetually.
EIGHTH: No holder of any shares of stock of the Corporation, and no
holder of any other security issued by Corporation, whether now or
hereafter authorized, shall have any pre-emptive rights.
NINTH: The Corporation shall indemnify as determined by the Board of
Directors any person who is serving or has served as a director or
officer or employee or agent of this Corporation to the extent permitted
by Maryland Law, who has been made, or is threatened to be made, a party
to an action, suit, or proceeding, whether civil, criminal,
administrative, investigative, or otherwise (including an action, suit
or proceeding by or in the right of the corporation), by reason of the
fact that the person is or was a director or officer or employee or
agent of the corporation, or a fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to an
employee benefit plan of the corporation, or serves or served at the
request of the corporation as a director, or as an officer, or as a
fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise, or as an
employee, or as an agent, except in relation to matters as to which such
person is adjudged in such action, suit or proceedings or otherwise
determined to be liable for negligence or misconduct in the performance
of duty.
In addition, the Corporation as determined by the Board of Directors
shall pay for or reimburse any expenses incurred by such persons who are
parties to such proceedings, in advance of the final disposition of such
proceedings, to the extent permitted by the Maryland Law.
2: The amendment and restatement of the charter of the Corporation
herein made was recommended and advised by the Board of Directors of the
Corporation at a meeting held on May 8, 1998 and was approved by the
stockholders of the Corporation at the Annual Meeting of Stockholders
consent dated June 30, 1998.
3: The provisions set forth in the above articles of amendment and
restatement are all of the provisions of the Corporation's Charter
currently in effect as hereby amended.
4: The current address of the principal office of the Corporation is
5000 Philadelphia Way, Suite A, Lanham, Prince George's County, Maryland
20706 and the Corporation's current resident agent is Thomas L. Gough,
whose address is 5000 Philadelphia Way, Suite A, Lanham, Prince George's
County, Maryland 20706.
5: The Corporation currently has Six (6) directors; the directors
currently in office are Steven R. Chamberlain, Robert P. Sadler, Thomas
L. Gough, Bonnie K. Wachtel, Dominic A. Laiti and R. Doss McComas.
6: The total number of shares of stock which the Corporation was
authorized to issue before adoption of the foregoing amendment and
restatement was one class of Ten Million (10,000,000) shares of common
stock with par value of $0.01 per share. The aggregate par value of all
shares of the Corporation's stock is One Hundred Thousand ($100,000.00).
In accordance with this amendment and restatement, the Corporation has
the authority to issue up to Eleven Million (11,000,000) shares,
consisting of Ten Million (10,000,000) shares of common stock, $0.01 par
value, per share, and One Million (1,000,000) shares of series preferred
stock, par value $0.01 per share. The aggregate par value of all
authorized shares having a par value after this amendment and
restatement is One Hundred Ten Thousand Dollars ($110,000.00). The
Board of Directors shall have the power to classify or reclassify any
unissued shares of stock.
IN WITNESS WHEREOF, Integral Systems, Inc. has caused these Articles to
be signed in its name and on its behalf by its President, Thomas L.
Gough, and attested by its Secretary, Robert P. Sadler, on the 1st day
of July, 1998.
THE UNDERSIGNED, President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and states that,
to the best of his knowledge, information and belief, the matters and
facts set forth herein with respect to the authorization and approval
hereof are true in all material respects and that this statement is made
under the penalties of perjury.
ATTEST: INTEGRAL SYSTEMS, INC.
________________________________ By:__________________________(SEAL)
Robert P. Sadler, Secretary Thomas L. Gough,
President