EXHIBIT 3.1
OFFICER'S CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
OF
VDI
The undersigned certify that:
1. They are the chief executive officer and the secretary, respectively,
of VDI, a California corporation.
2. The Corporation was incorporated on March 29, 1990 under the name
D2D, Inc., which name was changed to VDI by Certificate of Amendment on
August 3, 1990. By this Restated Articles of Incorporation, the Corporation
is changing its name to VDI Media.
3. This Restated Article of Incorporation has been unanimously approved
by the Board of Directors of the Corporation and has been approved by the
shareholders owing a majority of the outstanding shares of the Corporation's
common stock, the sole class of stock currently outstanding.
4. The Articles of Incorporation of this Corporation are amended and
restated to read as follows:
I.
The name of this Corporation is VDI Media.
II.
The purpose of this Corporation is to engage any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporation Code.
III.
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
This Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) of the
Corporation (the "Agents") for breach of duty to the Corporation and its
shareholders through bylaw provisions or through agreements with the Agents,
or both, in excess of the indemnification otherwise permitted by Section 317
of the
California Corporations Code, subject to the limits on such excess
indemnification set forth in Section 204 of the California Corporation Code.
IV.
A. AUTHORIZED SHARES. The aggregate number of shares of capital stock
that the Corporation is authorized to issue is fifty-five million
(55,000,000) shares, consisting of (i) fifty million (50,000,000) shares of
Common Stock having no par value and (ii) five million (5,000,000) shares of
Preferred Stock having no par value. All cross references in each subdivision
of this ARTICLE IV refer to other paragraphs in such subdivision
unless otherwise indicated.
B. COMMON STOCK
1. The Board of Directors may, in its discretion, out of funds
legally available for the payment of dividends and at such times and in such
manner as determined by the Board Directors, declare and pay dividends on the
Common Stock.
2. Upon filing of these Restated Articles of Incorporation, each
outstanding share of Common Stock is split up and converted into 333 shares
of Common Stock.
3. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after there shall have been paid
to or set aside for the holders of shares of Preferred Stock the full
preferential amounts to which they are entitled, if any, the holders of
outstanding shares of Common Stock shall be entitled to receive pro rata,
according to the number of shares of held by each, the remaining assets of the
Corporation available for distribution.
4. Except as otherwise provided by law and except as may be
determined by the Board of Directors with respect to the Preferred Stock
pursuant to Section C of this ARTICLE IV, only the holders of Common Stock
shall be entitled to vote for the election of Directors of the Corporation
and for all other corporate purposes. Upon any such vote the holders of
Common Stock shall, except as otherwise provided by law, be entitled to one
vote for each share of Common Stock held by them respectively.
C. PREFERRED STOCK. 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
the Restated Articles of Incorporation of the Corporation, 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
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any shares thereof. Unless otherwise provided in the resolution establishing a
series of Preferred Stock, prior to the issue of any shares of a series so
established or to be established, the Board of Directors may, by resolution,
amend the relative rights an preferences of the shares of such series, and,
after the issue of shares of a series whose number has been designated by the
Board of Directors, the resolution establishing the series may be amended by the
Board of Directors to increase (but not above the total authorized shares of
the class) or to decrease (but not below the number of shares of such series
then outstanding) the number of shares of that series.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock
shall be governed by the following provisions:
1. The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, or without
voting powers and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue thereof adopted by the Board
of Directors, except if such resolution or resolutions conflict with the
provisions of the Restated Articles of Incorporation of the Corporation. Said
resolution or resolutions may provide for (but not limiting the generally
thereof) the following:
a. The number of shares to constitute each such series, and the
designation of each such series.
b. The dividend rate of each such series, the conditions and
dates upon which such dividends shall be payable, the
relation which such dividends shall bear to the dividends
payable on any other class or classes or on any other series
of any class or classes of stock, and whether such dividends
shall be cumulative or non-cumulative.
c. Whether the shares of each such series shall be subject to
redemption by the Corporation and if made subject to such
redemption, the times, prices and other terms and conditions
of such redemption.
d. The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of each such series.
e. Whether or not the shares of each such series shall be
convertible into or exchangeable for shares of any other
class or classes or any other series of any other class or
classes of stock of the Corporation, and, if provision be
made for conversion or exchange,
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the times, prices, rates of exchange, adjustments, and other
terms and conditions of such conversion or exchange.
f. The extent, if any, to which the holders of the shares of
each such series shall be entitled to vote with respect to
the election of Directors or otherwise.
g. The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.
h. The rights of the holders of the shares of each such series
upon the dissolution of, or upon the distribution of the
assets of, the Corporation.
2. Except as otherwise required by law and except for such voting powers
with respect to the election of Directors or other matters as may be stated in
the resolutions of the Board of Directors creating any series of Preferred
Stock, the holders of any such series shall have no voting powers whatsoever.
Any amendment of the Restated Articles of Incorporation of the Corporation
which shall increase or decrease the number of authorized shares of any class or
classes of stock may be adopted by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote. Together with
holders of stock generally entitled to vote, holders of a class of stock are
entitled to vote on an amendment to increase or decrease the number of
authorized shares of such class (as provided for in Section 903 of the
California Corporations Code).
V.
The Corporation shall have perpetual existence.
VI.
For so long as a class of the Corporation's stock is registered pursuant to
the Securities Exchange Act of 1934, as amended, shareholder action shall be
taken only at an annual meeting or special meeting of the shareholders and shall
not be taken by written consent.
5. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the board of directors.
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6. The foregoing amendment and restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902, California Corporations Code. The total number of outstanding
shares of the Corporation is 20,000. The number of shares voting in favor of
the amendment equaled or exceeded the vote required. The percentage vote
required was more than 50%.
DATE: May 15, 1996
/s/ R. Luke Stefanko
---------------------------
R. Luke Stefanko
Chief Executive Officer
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: May 15, 1996
/s/ R. Luke Stefanko
-----------------------------
R. Luke Stefanko
Chief Executive Officer
/s/ Donald R. Stine
-----------------------------
Donald R. Stine
Secretary
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