RESTATED CERTIFICATE OF INCORPORATION
OF
WEST CORPORATION
WEST CORPORATION, a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is West Corporation. West Corporation
was originally incorporated under the name West InfoServices, Inc. and
subsequently changed to West TeleServices Corporation and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on February 22, 1994.
2. Pursuant to Section 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation restates and integrates
and does not amend the provisions of the Certificate of Incorporation of this
corporation.
3. This Restated Certificate of Incorporation was duly adopted by the
written consent of the Board of Directors of the corporation in accordance with
the applicable provisions of Sections 141 and 245 of the General Corporation Law
of the State of Delaware.
4. The text of the Certificate of Incorporation of the corporation is
hereby restated to read in its entirety as follows:
ARTICLE I
The name of the Corporation (the "Corporation") is: West Corporation.
ARTICLE II
The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801. The name of the registered
agent at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by
the 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 IV
1. The total number of shares which the Corporation shall have the
authority to issue is 210,000,000 shares, which shall consist of (i) 200,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), and (ii)
10,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock").
2. The Preferred Stock may be issued from time to time as herein
provided in one or more series. The designations, relative rights, preferences
and limitations of the Preferred Stock, and particularly of the shares of each
series thereof, may, to the extent permitted by law, be similar to or differ
from those of any other series. The Board of Directors of the Corporation is
hereby expressly granted authority, subject to the provisions of this Article
IV, to fix, from time to time before issuance thereof, the number of shares in
each series and all designations, relative rights, preferences and limitations
of the shares in each such series, including, but without limiting the
generality of the foregoing, the following:
(a) the designation of the series and the number of shares to
constitute each series;
(b) the dividend rate on the shares of each series, any conditions on
which and times at which dividends are payable, whether dividends shall be
cumulative, and the preference or relation (if any) with respect to such
dividends (including preferences over dividends on the Common Stock or any other
class or classes);
(c) whether the series will be redeemable (at the option of the
Corporation or the holders of such shares or both, or upon the happening of a
specified event) and, if so, the redemption prices and the conditions and times
upon which redemption may take place and whether for cash, property or rights,
including securities of the Corporation or another Corporation;
(d) the terms and amount of any sinking, retirement or purchase fund;
(e) the conversion or exchange rights (at the option of the
Corporation or the holders of such shares or both, or upon the happening of a
specified event), if any, including the conversion or exchange price and other
terms of conversion or exchange;
(f) the voting rights, if any (other than any voting rights that the
Preferred Stock may have as a matter of law);
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(g) any restrictions on the issue or reissue or sale of additional
Preferred Stock;
(h) the rights of the holders upon voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation
(including preferences over the Common Stock or any other class or classes or
series of stock);
(i) the preemptive rights, if any, to subscribe to additional issues
of stock or securities of the Corporation; and
(j) such other special rights and privileges, if any, for the benefit
of the holders of the Preferred Stock, as shall not be inconsistent with
provisions of this Restated Certificate of Incorporation.
All shares of Preferred Stock of the same series shall be identical in
all respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Preferred Stock of all series shall be of equal rank and shall be
identical in all respects except that any series may differ from any other
series with respect to any one or more of the designations, relative rights,
preferences and limitations described or referred to in subparagraphs 2(a) to
2(j) inclusive above.
ARTICLE V
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The number of directors of the
Corporation shall be as from time to time fixed by, or in the manner provided
in, the by-laws of the Corporation. Upon effectiveness of this Restated
Certificate of Incorporation, the directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of stockholders; the term of
the initial Class II directors shall terminate on the date of the 1998 annual
meeting of stockholders; and the term of the initial Class III directors shall
terminate on the date of the 1999 annual meeting of stockholders. At each annual
meeting of stockholders beginning in 1997, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional directors of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any director may be removed from the
Board of Directors, with or without cause, by the holders of a majority of the
shares of capital stock entitled to vote, either by written consent or consents
or at any special meeting of the stockholders called for that purpose, and the
office of such director shall forthwith become vacant. Any vacancy on the Board
of Directors,
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howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or 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 Restated Certificate of Incorporation or the resolution or
resolutions adopted by the Board of Directors pursuant to Article IV applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article V unless expressly provided by such terms.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the by-laws of the Corporation.
ARTICLE VII
1. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
2. Meetings of stockholders may be held at such place either within or
without the State of Delaware, as may be designated by or in the manner provided
by the by-laws. The books of the Corporation may be kept (subject to any
provision contained in the statutes of the State 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 by-laws of the Corporation.
ARTICLE VIII
The Corporation shall indemnify each person who is or was a director
or officer of the Corporation (including the heirs, executors, administrators or
estate of such person) or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, to the fullest extent permitted under
subsections 145(a), (b) and (c) of the Delaware General Corporation Law or any
successor statute.
The indemnification provided by this Article VIII shall not be deemed
exclusive of any other rights to which any of those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and 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.
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ARTICLE IX
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article IX 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 Delaware General Corporation Law, as so amended.
Any amendment, repeal or modification of this Article IX shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such amendment,
repeal or modification.
ARTICLE X
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by the laws of the State of Delaware and may
add additional provisions authorized by such laws as are then in force. All
rights conferred upon the directors or stockholders of the Corporation herein or
in any amendment hereof are granted subject to this reservation.
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IN WITNESS WHEREOF, West Corporation has caused this Restated
Certificate of Incorporation to be signed by Thomas B. Barker, its Chief
Executive Officer and President, as of this 29th day of December, 2000.
WEST CORPORATION
By: /s/ Thomas B. Barker
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Thomas B. Barker
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