Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
VALCOM, INC.
The undersigned corporation hereby amends and restates its Certificate of
incorporation in its entirety. The corporation's present name and the name under
which it was originally incorporated is VALCOM, INC. The date of filing of its
original Certificate of Incorporation with the Secretary of State of Delaware
was February 11, 1985. In accordance with Sections 228 and 141 of the General
Corporation Law of the State of Delaware, a written Consent in Lieu of Special
Joint Meeting of the Board of Directors and Shareholders was executed on May 27,
1987, by the sole shareholder and all of the directors of the corporation duly
adopting amendments to the Certificate of Incorporation and this Restated
Certificate of Incorporation in its entirety. The Restated Certificate of
Incorporation was adopted in accordance with the provisions of Section 245 of
the General Corporation Law of the State of Delaware.
ARTICLE I
NAME
The name of the corporation is VALCOM, INC.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
Its registered office in the State of Delaware is located at Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.
The registered agent in charge thereof at such address is The Corporation Trust
Company.
ARTICLE III
PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Law of Delaware.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares which this corporation shall have authority to issue
is Eleven Million (11,000,000) shares, divided into Ten Million (10,000,000)
shares of Common Stock of a par value of Ten Cents ($0.10) per share and One
Million (1,000,000) shares of Class A Preferred Stock of a par value of One
Dollar ($1.00) per share.
The Class A Preferred Stock of this corporation may be divided into and issued
in one or more series from time to time with such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations and restrictions thereof as may be provided in a resolution or
resolutions adopted by the Board of Directors. The authority of the Board of
Directors includes, but is not limited to, the determination or fixing of the
following with respect to shares of such class or any series thereof: (i) the
number of shares; (ii) the dividend rate and the date from which dividends are
to be cumulative; (iii) whether shares are to be redeemable and, if so, the
terms and amount of any sinking fund providing for the purchase or redemption of
such shares; (iv) whether shares shall be convertible and, if so, the terms and
provisions thereof; (v) what restrictions are to apply, if any, on the issue or
reissue of any additional Class A Preferred Stock; and (vi) whether shares have
voting rights.
ARTICLE V
DIRECTORS' POWERS
The directors shall have power to make and alter or amend the By-laws, to fix
the amount to be reserved as working capital, and to authorize and cause to be
executed mortgages and liens, without limitation as to the amount, upon the
property and franchise of the corporation.
ARTICLE VI
INTEREST OF DIRECTORS IN TRANSACTIONS
In absence of fraud, no contract or other transaction between the corporation
and any other person, corporation, firm, syndicate, association, partnership, or
joint venture shall be wholly or partially invalidated or otherwise affected by
reason of the fact that one or more of the directors of the corporation are or
become directors or officers of such other corporation, firm, syndicate, or
association, or members of such partnership or joint venture, or are pecuniarily
or otherwise interested in such contractual transaction; provided, that the fact
such director or directors of the corporation are so situated or so interested
or both, shall be disclosed or shall have been known to the Board of Directors
of the corporation. Any director or directors of the corporation who is also a
director or officer of such other corporation, firm, syndicate, or association,
or a member of such partnership, or contract or transaction, may be counted for
the purpose of determining the existence of a quorum at any meeting of the Board
of Directors of the corporation which shall authorize any such contract or
transaction and in the absence of fraud, and as long as he acts in good faith,
any such director may vote thereat to authorize any such contract or transaction
with like force and effect as if he were not a director or officer of such other
corporation, firm, syndicate, or association, or a member of such partnership,
or joint venture or pecuniarily or otherwise interested in such contract or
transaction.
ARTICLE VII
INDEMNIFICATION
The corporation shall, to the extent required, and may, to the extent permitted
by Section 102 and Section 145 of Delaware General Corporation Law as amended
from time to time, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. With respect to acts or omissions occurring on or
after May 27, 1987, no director shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that this provision shall not eliminate or limit the
liability of a director (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
transactions from which the director derived an improper personal benefit.
Notwithstanding the foregoing, the indemnification provided for in this Article
VII shall not be deemed exclusive of any other rights to which those entitled to
receive indemnification or reimbursement hereunder may be entitled under any
By-law of this corporation, agreement, vote or consent of stockholders or
disinterested directors or otherwise.
IN WITNESS WHEREOF, VALCOM, INC. has caused this Restated Certificate of
Incorporation to be signed by BILL L. FAIRFIELD, its President, and attested by
MICHAEL A. STEFFAN, its Secretary, this 27th day of May, 1987.
VALCOM, INC.
By: /s/ Bill L. Fairfield
----------------------------
BILL L. FAIRFIELD,
President
ATTEST:
By: /s/ Michael A. Steffan
----------------------------
MICHAEL A. STEFFAN,
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ValCom, Inc., a corporation existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Shareholder and the Board of Directors of ValCom, Inc., by
unanimous joint written consent of said Shareholder and Directors, duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said Corporation as follows:
"BE IT RESOLVED, that the Certificate of Incorporation of the Corporation be
amended so as to delete the first paragraph of Article VII of said Certificate
in its entirety and insert in place thereof the following paragraph:
The corporation shall, to the extent required, and may, to the
extent permitted by Section 102 and Section 145 of Delaware
General Corporation Law, indemnify and reimburse all persons whom
it may indemnify and reimburse pursuant thereto. With respect to
acts or omissions occurring on or after May 27, 1987, no director
shall be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
provided, however, that this provision shall not eliminate or
limit the liability of a director (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 transactions from which the director derived an improper
personal benefit.
SECOND: That said amendment was duly adopted in accordance with the provisions
of Sections 242, 228 and 141(f) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said ValCom, Inc. has caused this Certificate to be signed
by Bill L. Fairfield, President, and attested by Michael A. Steffan, its
Secretary, this 14th day of August, 1987.
VALCOM, INC.
ATTEST:
/s/ Michael A. Steffan By: /s/ Bill L. Fairfield
- ------------------------------ -------------------------
Michael A. Steffan, Bill L. Fairfield,
Secretary President
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VALCOM, INC.
VALCOM, INC., a corporation organized and existing under the General Corporation
Law of the State of Delaware ("Corporation"), does hereby certify that the
amendment to the Corporation's Certificate of Incorporation set forth in the
following resolution, as approved by the Corporation's Board of Directors and
stockholders, was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:
"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking ARTICLE I in its entirety and replacing therefor:
ARTICLE I
NAME
The name of the corporation shall be InaCom Corp."
IN WITNESS WHEREOF, VALCOM, INC. has caused this Certificate to be signed and
attested by its duly authorized officers this 5th day of August, 1991.
VALCOM, INC.
By: /s/ Bill L. Fairfield
------------------------------
BILL L. FAIRFIELD,
President
ATTEST:
/s/ Michael A. Steffan
MICHAEL A. STEFFAN,
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INACOM CORP.
INACOM CORP., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of INACOM CORP. a resolution
was duly adopted setting forth a proposed amendment to the Certificate of
Incorporation of said corporation declaring said amendment to be advisable and
calling for a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
"RESOLVED, that the Board of Directors declare it advisable that the
first sentence of ARTICLE IV of the Certificate of Incorporation
entitled "AUTHORIZED SHARES" be amended in accordance with Exhibit "A"
attached hereto to reflect an increase in the total number of shares
which this corporation shall have authority to issue from 11,000,000
shares to 31,000,000 shares by increasing the authorized Common Stock
par value of $.10 per share from 10,000,000 shares to 30,000,000
shares."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware on March 30, 1993, at which meeting the necessary number of
shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said INACOM CORP. has caused this Certificate to be signed
by BILL L. FAIRFIELD, its President, and attested to by MICHAEL A. STEFFAN, its
Secretary, this 30th day of March, 1993.
INACOM CORP.
ATTEST:
/s/ Michael A. Steffan By: /s/ Bill L. Fairfield
- --------------------------- -------------------------
MICHAEL A. STEFFAN, BILL L. FAIRFIELD,
Secretary President
EXHIBIT "A"
ARTICLE IV
AUTHORIZED SHARES
(FIRST SENTENCE)
The total number of shares which this corporation shall have the authority to
issue is Thirty-One Million (31,000,000) shares, divided into Thirty Million
(30,000,000) shares of Common Stock of a par value of Ten Cents ($.10) per share
and One Million (1,000,000) shares of Class A Preferred Stock of a par value of
One Dollar ($1.00) per share.
The remainder of this Article shall remain unchanged in its entirety.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INACOM CORP.
INACOM CORP., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), pursuant to the provisions of the
General Corporation Law of the State of Delaware (the "DGCL"), does hereby
certify as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by deleting the first sentence of ARTICLE IV of the Certificate of
Incorporation in its present form and substituting therefor a new first sentence
of ARTICLE IV in the following form:
"The total number of shares which this corporation shall have the
authority to issue is One Hundred One Million (101,000,000) shares,
divided into One Hundred Million (100,000,000) shares of Common
Stock of a par value of Ten Cents ($.10) per share and One Million
(1,000,000) shares of Class A Preferred Stock of a par value of One
Dollar ($1.00) per share."
SECOND: The amendment to the Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has been duly adopted in
accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendment and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such amendment by vote of the holders of a
majority of the outstanding stock entitled to vote thereon at a special meeting
of stockholders called and held upon notice in accordance with Section 222 of
the DGCL.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on
this 17th day of February, 1999.
INACOM CORP.
/s/ Bill L. Fairfield
By:
BILL L. FAIRFIELD
President