Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
THE COBALT GROUP, INC.
ARTICLE I
Name
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The name of this Corporation is The Cobalt Group, Inc.
ARTICLE II
Capital Stock
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2.1 AUTHORIZED CAPITAL. The total number of shares which this Corporation
is authorized to issue is 300,000,000, consisting of 200,000,000 shares of
Common Stock, $0.01 par value per share ("Common Stock"), and 100,000,000
shares of Preferred Stock, $0.01 par value per share ("Preferred Stock").
Subject to any rights granted to Preferred Stock in accordance with
applicable Washington law, the Common Stock shall have all the rights
ordinarily associated with common shares, including but not limited to
general voting rights, general rights to dividends and liquidation rights.
2.2 ISSUANCE OF PREFERRED STOCK IN SERIES. The Preferred Stock may be
issued from time to time in one or more series in any manner permitted by law
and the provisions of these Articles of Incorporation, as determined from
time to time by the Board of Directors and stated in the resolution or
resolutions providing for the issuance thereof, prior to the issuance of any
shares thereof. The Board of Directors shall have the authority to fix and
determine and to amend, subject to the provisions hereof, the designations,
preferences, limitations and relative rights of the shares of any series that
is wholly unissued or is to be established. Unless otherwise specifically
provided in the resolution establishing any series, the Board of Directors
shall further have the authority, after the issuance of shares of a series
whose number it has designated, to amend the resolution establishing such
series to decrease the number of shares of that series, but not below the
number of shares of such series then outstanding. In the event that there are
no issued or outstanding shares of a series of Preferred Stock which this
Corporation has been authorized to issue, unless otherwise specifically
provided in the resolution establishing such series, the Board of Directors,
without any further action on the part of the holders of the outstanding
shares of any class or series of stock of this Corporation, may amend these
Restated Articles of Incorporation to delete all reference to such series.
ARTICLE III
No Preemptive Rights
Except as may be otherwise agreed by this Corporation or be provided by
the Board of Directors, no holder of any shares of this Corporation shall
have any preemptive right to purchase, subscribe for or otherwise acquire any
securities of this Corporation of any class or kind now or hereafter
authorized.
ARTICLE IV
No Cumulative Voting
There shall be no cumulative voting of shares in this Corporation.
ARTICLE V
Directors
5.1 NUMBER. The Corporation shall have at least one director, the
actual number to be prescribed in the Bylaws. The number of directors may be
increased or decreased from time to time by amendment of the Bylaws, but no
decrease shall have the effect of shortening the term of any incumbent
director.
5.2 STAGGERED TERMS. Prior to the 2000 annual election of Directors,
unless a director earlier dies, resigns or is removed, his term in office
shall expire at the next annual meeting of shareholders. At the 2000 annual
election of directors, the Board of Directors shall be divided into three
classes with said classes to be as equal in number as may be possible. At the
first election of directors to such classified Board of Directors, each Class
1 Director shall be elected to serve until the next ensuing annual meeting
of shareholders, each Class 2 Director shall be elected to serve until the
second ensuing annual meeting of shareholders and each Class 3 Director shall
be elected to serve until the third ensuing annual meeting of shareholders.
At each annual meeting of shareholders following the meeting at which the
Board of Directors is initially classified, the number of directors equal to
the number of directors in the class whose term expires at the time of such
meeting shall be elected to serve until the third ensuing annual meeting of
shareholders. Notwithstanding any of the foregoing provisions of this Article
V, directors shall serve until their successors are elected and qualified or
until their earlier death, resignation or removal from office, or until there
is a decrease in the number of directors; provided, however, that no decrease
in the number of directors shall have the effect of shortening the term of
any incumbent director.
5.3 REMOVAL. The directors of this Corporation may be removed only for
cause, in the manner provided by the Bylaws, by the affirmative vote of the
holders of not less than a majority of the shares entitled to elect the
director or directors whose removal is being sought.
ARTICLE VI
Limitation on Director Liability
To the fullest extent permitted by the Washington Business Corporation
Act, as it exists on the date hereof or may hereafter be amended, a director
of this Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for his or her conduct as a director. Any
amendment to or repeal of this Article shall not adversely affect any right
or protection of a director of this Corporation with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
ARTICLE VII
Indemnification of Directors
To the fullest extent permitted by the Washington Business Corporation
Act and the Bylaws of this Corporation, this Corporation is authorized to
indemnify any of its directors. The Board of Directors shall be entitled to
determine the terms of indemnification, including advance of expenses, and
to give effect thereto through the adoption of Bylaws, approval of
agreements, or by any other manner approved by the Board of Directors. Any
amendment to or repeal of this Article shall not adversely affect any right
of an individual with respect to any right to indemnification arising prior
to such amendment or repeal.
ARTICLE VIII
Registered Agent and Registered Office
The registered agent of this Corporation in the State of Washington is
JGB Service Corporation. The street address of the registered agent of this
Corporation in the State of Washington is 3600 One Union Square, 600
University Street, Seattle, Washington 98101.
ARTICLE IX
Shareholder Voting on Significant Corporate Action
Any corporate action for which the Washington Business Corporation Act,
as then in effect, would otherwise require approval by a two-thirds vote of
the shareholders of the Corporation shall be deemed approved by the
shareholders if it is approved by the affirmative vote of the holders of a
majority of shares entitled to vote. Notwithstanding this Article, effect
shall be given to any other provision of these Articles that specifically
requires a greater vote for approval of any particular corporate action.
ARTICLE X
Shareholder Action Without Meeting
Any action that may be taken at a meeting of the shareholders may be
taken without a meeting or a vote if (i) the action is taken by written
consent delivered to the Corporation of all shareholders entitled to vote on
the action or (ii) the action is taken by written consent delivered to the
Corporation by the shareholders of the Corporation holding of record, or
otherwise entitled to vote, in the aggregate not less than the minimum number
of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote on the action were present and
voted. A notice of the taking of action by shareholders by less than unanimous
written consent shall be mailed at least one business day, or such longer
period as is required by law, prior to the date the action becomes
effective to those shareholders entitled to vote on the action who have not
consented in writing, and, if required by law that notice of a meeting of
shareholders to consider the action be given to nonvoting shareholders, to
all nonvoting shareholders of the Corporation. Any such notice shall be in
such form as may be required by applicable law. Any consent delivered to the
Corporation pursuant to this Article shall be inserted in the minute book as
if it were the minutes of a meeting of the shareholders.
IN WITNESS WHEREOF, these Restated Articles of Incorporation are executed
on behalf of the Corporation this 17th day of March, 2000.
THE COBALT GROUP, INC.
By /s/ John W.P. Holt
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John W.P. Holt
Chief Executive Officer and President