EXHIBIT 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INDIVIDUAL INVESTOR GROUP, INC.
(as amended through June 22, 1999)
ARTICLE I
The name of the Corporation is "INDIVIDUAL INVESTOR GROUP, INC."
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
The total number of shares of all classes of stock that the Corporation
shall have authority to issue is forty-two million (42,000,000) shares, of which
forty million (40,000,000) shares shall be shares of Common Stock, with a par
value of one cent ($.01) per share, and two million (2,000,000) shares shall be
shares of Preferred Stock, with a par value of one cent ($.01) per share.
The Board of Directors of the Corporation hereby expressly is
granted authority to authorize, in accordance with Section 151(a) of the General
Corporation Law of the State of Delaware, from time to time the issuance of one
or more series of Preferred Stock and with respect to any such series to fix by
resolution or resolutions the numbers, powers, designations, preferences, and
relative, participating, optional, or other special rights of such series, and
the qualifications, limitations, or restrictions thereof, including but without
limiting the generality of the foregoing, the following:
(1) entitling the holders thereof to cumulative, non-cumulative, or
partially cumulative dividends, or to no dividends;
(2) entitling the holders thereof to receive dividends payable on a
parity with, junior to, or in preference to, the dividends payable on any other
class or series of capital stock of the Corporation;
(3) entitling the holders thereof to rights upon the liquidation
of, or upon any distribution of the assets of, the Corporation, on a parity
with, junior to, or in preference to, the rights of any other class or series
of capital stock of the Corporation;
(4) providing for the conversion, at the option of the holder or of
the Corporation or both, of the shares of Preferred Stock into shares of any
other class or classes of capital stock of the Corporation or any serie of the
same or any other class or classes or into property of the Corporation or into
the securities or properties of any other corporation or person, or providing
for no conversion;
(5) providing for the redemption, as a whole or in part, of the
shares of Preferred Stock at the option of the Corporation, in cash, bonds, or
other property, at such price or prices, within such period or periods, and
under such conditions as the Board of Directors shall so provide, including
provision for the creation of a sinking fund for the redemption thereof, or
providing for no redemption; and
(6) providing for the lack of voting rights or limited voting rights
or enjoying general, special, or multiple voting rights.
ARTICLE V
The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation and for further
definition, limitation, and regulation of the powers of the Corporation and of
its directors and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors;
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to, or repeal the
Bylaws of the Corporation;
(3) The number of directors of the Corporation shall be as
from time to time fixed by the Bylaws of the Corporation;
(4) In addition to the powers and authority expressly
conferred upon them herein or by statute, the directors hereby are
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the General Corporation Law of Delaware, this
Amended and Restated Certificate of Incorporation, and any Bylaws
adopted by the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders shall invalidate any prior act of
the directors which would have been valid if such Bylaws had not been
adopted.
ARTICLE VI
The number of directors to constitute the whole Board of Directors
shall be such number as shall be set forth in the Bylaws and as shall be fixed
from time to time by resolution of the Board of Directors or by the stockholders
of the Corporation. The Board of Directors shall be divided into three classes
as nearly equal in number as may be, with the term of office of one class
expiring each year. At each annual meeting of the stockholders, successors to
the directors whose terms shall then expire shall be elected to hold office for
terms expiring at the third succeeding annual meeting of stockholders. In case
of any vacancies, by reason of an increase in the number of directors or
otherwise, each additional director may be elected by the Board of Directors
until the end of the term he is elected to fill and until his successor shall be
elected and qualified in the class to which such director is assigned and for
the term or remainder of the term of such class. Directors shall continue in
office until others are chosen and qualified in their stead. When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so assigned among the classes by a majority of the
directors then in office, though less than a quorum, as to make all classes as
nearly equal in number as may be feasible. No decrease in the number of
directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the 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 this
Certificate of Incorporation applicable thereto, and such directors selected
shall not be divided into classes pursuant to this Article VI unless expressly
provided by such terms.
ARTICLE VII
No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, pursuant to Section 102 (b) (7) of the General
Corporation Law of Delaware. Notwithstanding the foregoing sentence, a director
shall be liable to the extent provided by applicable law (1) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) pursuant to Section 174 of the General Corporation
Law of Delaware, or (4) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article VII shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
ARTICLE VIII
The Corporation, to the fullest extent permitted by Section 145 of the
general Corporation Law of Delaware, as the same may be amended and supplemented
from time to time, or by any successor thereto, shall indemnify any and all
persons whom it shall have power to indemnify under such Section from and
against any and all of the expenses, liabilities, and other matters referred to
in or covered by such Section, and, to the fullest extent permitted by such
Section, shall advance expenses incurred by such persons in defending civil or
criminal actions, suits, and proceedings. The indemnification and advancement of
expenses provided for herein shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. Such indemnification and advancement of expenses shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
ARTICLE IX
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the General Corporation Law of Delaware)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.
ARTICLE X
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 within 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
the provisions of Section 291 of the General Corporation Law of Delaware or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of the General Corporation
Law of Delaware, 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
The Corporation reserves the right to amend, alter, change, or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE XII
The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.
ARTICLE XIII
Elections of directors need not be by ballot unless the Bylaws of the
Corporation shall so provide.