AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
YAHOO! INC.
TIMOTHY KOOGLE and JOHN PLACE certify that:
1. They are the President and Secretary, respectively, of YAHOO! INC., a
California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read in their entirety as follows:
"I.
The name of this corporation is YAHOO! INC.
II.
The purpose of this corporation is to engage in 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.
(a) This corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock", respectively. The total
number of shares which this corporation shall have authority to issue is Two
Hundred Thirty Five Million (235,000,000), par value of $0.00067 per share.
The number of shares of Preferred Stock authorized to be issued is Ten
Million (10,000,000), and the number of shares of Common Stock authorized to
be issued is Two Hundred Twenty Five Million (225,000,000). Upon the
effective date of the filing of these Amended and Restated Articles of
Incorporation, each two (2) shares of the corporation's outstanding Common
Stock shall be converted and reconstituted into three (3) shares of Common
Stock (the "Stock Split").
No fractional shares shall be issued as a result of the Stock Split.
Each holder entitled to receive a fraction of a share of Common Stock as a
result of the Stock Split, when all shares of
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Common Stock held by such holder are aggregated together, shall, in lieu of a
fractional share, receive cash in an amount equal to the fair market value of
the Company's Common Stock on the date of the filing of these Amended and
Restated Articles of Incorporation, as determined by the corporation's Board
of Directors, multiplied by the fraction of a share of Common Stock to which
such holder would otherwise be entitled.
(b) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, within the limitations
and restrictions stated in these Articles of Incorporation to determine or
alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and the number of
shares constituting any such series and the designation thereof, or any of
them; and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
IV.
Shareholders shall not be entitled to cumulate their votes for the
election of directors of the corporation.
This Article IV shall become effective only when the corporation
becomes, and only for so long as the corporation remains, a listed
corporation within the meaning of Section 301.5 of the California
Corporations Code.
V.
No action shall be taken by the shareholders of the corporation other
than at an annual or special meeting of the shareholders, upon due notice and
in accordance with the provisions of the corporation's bylaws.
VI.
(a) On or prior to the date on which the corporation first provides
notice of an annual meeting of the shareholders following the date this
Article VI shall have become effective (and provided that the authorized
number of directors of the corporation shall be not less than six), the Board
of Directors of the corporation shall divide the directors into two classes,
as nearly equal in number as reasonably possible with the term of office of
the first class to expire at the 1997 annual meeting of shareholders or any
special meeting in lieu thereof and the term of office of the second class to
expire at the 1998 annual meeting of shareholders or any special meeting in
lieu thereof. At each annual meeting of shareholders or special meeting in
lieu thereof following such initial classification, directors elected to
succeed those directors whose terms expire shall be elected for a term of
office to expire at the second succeeding annual meeting of shareholders or
special meeting in lieu thereof after their election and until their
successors are duly elected and qualified.
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(b) Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a majority vote of
the directors then in office even though less than a quorum, or by a sole
remaining director. In the event of any increase or decrease in the
authorized number of directors, (i) each director then serving as such shall
nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term or his or her prior
death, retirement, removal or resignation and (ii) the newly created or
eliminated directorships resulting from such increase or decrease shall, if
reasonably possible, be apportioned by the Board of Directors between the two
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent reasonably possible,
consistent with the foregoing rule, any newly created directorships shall be
added to those classes whose terms of office are to expire at the latest
dates following such allocation and newly eliminated directorships shall be
subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum. In the event of a vacancy in the Board
of Directors, the remaining directors, except as otherwise provided by law,
may exercise the powers of the full Board of Directors until the vacancy is
filled.
(c) This Article VI shall become effective only when the corporation
becomes, and only for so long as the corporation remains, a listed
corporation within the meaning of Section 301.5 of the California
Corporations Code.
VII.
Section 1. LIMITATION OF DIRECTORS' LIABILITY. The liability of the
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
Section 2. INDEMNIFICATION OF CORPORATE AGENTS. This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by such Section 317 of the
California Corporations Code, subject only to the applicable limits set forth
in Section 204 of the California Corporations Code with respect to actions
for breach of duty to the corporation and its shareholders.
Section 3. REPEAL OR MODIFICATION. Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any
right or protection of a director of the corporation existing at the time of
such repeal or modification.
3. The foregoing amendment and restatement of these Articles of
Incorporation has been duly approved by the Board of Directors.
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4. In accordance with Sections 902(c) and 903(a)(2) of the California
General Corporation Law, the foregoing amendment may be adopted with approval
by the Board of Directors alone and does not require approval by the
outstanding shares.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing certificate are
true of our own knowledge. Executed at Santa Clara, California on July 29,
1997.
/s/ Timothy Koogle
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TIMOTHY KOOGLE, President and
Chief Executive Officer
/s/ John Place
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JOHN PLACE, Secretary
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