EXHIBIT 3.1
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
A.D.A.M. SOFTWARE, INC.
Pursuant to the Georgia Business Corporation Code, A.D.A.M.
Software, Inc., a Georgia corporation (the "Corporation"), submits these
Articles of Restatement and Restated Articles of Incorporation and shows as
follows:
1.
The Corporation hereby certifies that these Articles of Restatement
and Restated Articles of Incorporation of the Corporation, as set forth in
Paragraph 3 below, were duly adopted by the Board of Directors of the
Corporation by resolution on April 22, 1994, and duly approved by the
Shareholders of the Corporation by resolution on May 4, 1994 in accordance
with Section 14-2-1003 of the Georgia Business Corporation Code.
2.
Effective upon the filing for record of these Articles of
Restatement of the Articles of Incorporation, each issued and outstanding
share of the Corporation's Class A Common Stock shall be reclassified as one
(1) fully paid and nonassessable share of the Corporation's Common Stock, par
value $.01 per share, and outstanding share certificates representing shares
of the Corporation's Class A Common Stock shall thereafter be deemed to
represent the same number of shares of the Corporation's Common Stock, par
value $.01 per share, without any further action.
3.
The Articles of Incorporation of the Corporation shall be amended
by the deletion in their entirety of Articles II through VIII, by the
addition of new Articles 2, 3, 4, 5, 6, 7, 8, and 9, and by restating all
other provisions of the Articles of Incorporation, as heretofore amended, now
in effect and not being amended by foregoing amendments, and substituting
therefor in all respects the Restated Articles of Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION
1.
The name of the Corporation is A.D.A.M. Software, Inc.
2.
Section 2.1. COMMON STOCK. The aggregate number of common shares
(referred to in these Articles of Incorporation as "Common Stock") which the
Corporation shall have the authority to issue is 20,000,000, with a par value
of $.01 per share. Each share of Common Stock shall have one vote on each
matter submitted to a vote of the shareholders of the Corporation. Subject to
the provisions of the applicable law and the rights of the holders of the
outstanding shares of Preferred Stock, if any, the holders of shares of
Common Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation, out of the assets of the Corporation legally
available therefor, dividends or other distributions, whether payable in
cash, property or securities of the Corporation. The holders of shares of
Common Stock shall be entitled to receive, in proportion to the number of
shares of Common Stock held, the net assets of the Corporation upon
dissolution after any preferential amounts required to be paid or distributed
to holders of outstanding shares of Preferred Stock, if any, are so paid or
distributed.
3.
Section 2.2. PREFERRED STOCK. The aggregate number or preferred
shares (referred to in these Articles of Incorporation as "Preferred Stock")
which the Corporation shall have authority to issue is 10,000,000, with a par
value of $.01 per share. The Preferred Stock may be issued from time to time
by the Board of Directors as shares of one or more series. The description of
shares of each series of Preferred Stock, including any designations,
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption shall be as set forth in resolutions adopted by the Board of
Directors, and articles of amendment shall be filed with the Georgia
Secretary of State as required by law to be filed with respect to issuance of
such Preferred Stock, prior to the issuance of any shares of such series.
The Board of Directors is expressly authorized, at any time, by
adopting resolutions providing for the issuance of, or providing for a change
in the number of, shares of any particular series of Preferred Stock and, if
and to the extent from time to time required by law, by filing articles of
amendment which are effective without shareholder action, to increase or
decrease the number of shares included in each series of Preferred Stock, but
not below the number of shares then issued, and to set in any one or more
respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms
and conditions of redemption relating to the shares of each such series. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:
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(i) the dividend rate, if any, on shares of such series, the
times of payment and the date from which dividends shall be
accumulated, if dividends are to be cumulative;
(ii) whether the shares of such series shall be redeemable and,
if so, the redemption price and the terms and conditions of such
redemption;
(iii) the obligation, if any of the Corporation to redeem shares
of such series pursuant to a sinking fund;
(iv) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if
so, the terms and conditions of such conversion or exchange, including
the price or prices of the rate or rates of conversion or exchange and
the terms of adjustment, if any;
(v) whether the shares of such series shall have voting rights, in
addition to the voting rights provided by law, and, if so, to the extent
of such voting rights;
(vi) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation; and
(vii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such
series.
Section 2.3. SHARES ACQUIRED BY THE CORPORATION. Shares of Common
Stock that have been acquired by the Corporation shall become treasury shares
and may be resold or otherwise disposed of by the Corporation for such
consideration, not less than the par value thereof, as shall be determined by
the Board of Directors, unless or until the Board of Directors shall by
resolution provide that any or all treasury shares so acquired shall
constitute authorized, but unissued shares.
3.
No shareholder shall have any preemptive right to subscribe for or
to purchase any shares of other securities issued by the Corporation.
4.
Section 4.1. PERSONAL LIABILITY OF DIRECTORS. No director of the
Corporation shall be personally liable to the Corporation or its shareholders
for monetary damages for breach of duty of care or other duty as a director,
except for liability (i) for any appropriation, in violation of the
director's duties, of any business opportunity of the Corporation, (ii) for
acts or
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omissions which involved intentional misconduct or a knowing violation of
law, (iii) for the types of liabilities set forth in Section 14-2-832 of the
Georgia Business Corporation Code, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Georgia Business
Corporation Code is amended 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 Georgia Business Corporation Code, as amended.
Section 4.2 EFFECT OF REPEAL OR MODIFICATION. Neither the repeal
or modification of this Article 4 nor the adoption of any provision of these
Articles of Incorporation inconsistent with these Articles shall eliminate or
adversely affect any right or protection of a director of the Corporation
existing immediately prior to such repeal, modification or adoption.
5.
Section 5.1. NUMBER OF DIRECTORS. Subject to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors that shall constitute the
Board of Directors of the Corporation shall be determined from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board.
Section 5.2. CLASSIFIED BOARD. The directors of the Corporation
(other than any directors who may be elected by holders of any series of
Preferred Stock then outstanding) shall be and are divided into three
classes: Class I, Class II and Class III. The number of directors in each
class shall be as nearly equal as the then-authorized number of directors
constituting the Board of Directors permits. Each director shall serve for a
term ending on the date of the third annual meeting following the annual
meeting at which such director was elected; PROVIDED, HOWEVER, that the
directors first elected to Class I shall serve for a term ending on the date
of the annual meeting next following the end of the calendar year 1994, the
directors first elected to Class II shall serve for a term ending on the date
of the second annual meeting next following the end of the calendar year
1994, and the directors first elected to Class III shall serve for a term
ending on the date of the third annual meeting next following the end of the
calendar year 1994. Any director who may be elected by holders of any series
of Preferred Stock then outstanding shall serve for a term ending on the date
of the next annual meeting following the annual meeting at which such
director was elected.
Section 5.3. INCREASE OR DECREASE IN AUTHORIZED NUMBER OF
DIRECTORS. In the event of any increase or decrease in the authorized number
of directors:
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(a) Each director then serving shall nevertheless continue as a
director of the class of which he is a member until the expiration of
his term, or his prior death, retirement, resignation or removal; and
(b) Newly-created or eliminated directorships resulting from any
increase or decrease shall be apportioned by the Board of Directors
among the three classes so as to keep the number of directors in each
class as nearly equal as possible.
Section 5.4. REMOVAL. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any or all Directors may be
removed from office at any time for cause, but only by the same affirmative
vote of the shareholders required to amend this Article 5 as provided in
Section 9.2 of these Articles of Incorporation.
Section 5.5. VACANCIES. Subject to the rights of the holders of
any series of Preferred Stock then outstanding to fill director vacancies,
vacancies on the Board of Directors (including vacancies resulting from
retirement, resignation, removal from office or death) shall be filled
exclusively by the Board of Directors. Any director so elected shall hold
office until the next annual meeting of shareholders.
6.
In discharging the duties of their respective positions and in
determining what is believed to be in the best interests of the Corporation,
the Board of Directors, committees of the Board of Directors, and individual
directors, in addition to considering the effects of any action on the
Corporation or its shareholders, may consider the interests of the employees,
customers, suppliers and creditors of the Corporation and its subsidiaries,
the communities in which offices or other establishments of the Corporation
and its subsidiaries are located, and all other factors such directors
consider pertinent; provided, however, that this provision solely grants
discretionary authority to the directors and no constituency shall be deemed
to have been given any right to consideration hereby.
7.
Any action required or permitted to be taken at a shareholders'
meeting may be taken without a meeting if the action is taken by all of the
shareholders entitled to vote on the action, or by persons who would be
entitled to vote at a meeting those shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by groups) of
votes that would be necessary to authorize or take such actions at a meeting
at which all shares entitled to vote were present and voted. The action must
be evidenced by one or more written consents
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describing the action taken, signed by shareholders entitled to take action
without a meeting and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records.
8.
The mailing address of the principal office of the Corporation is
1600 RiverEdge Parkway, Suite 800, Fulton County, Atlanta, Georgia 30328.
9.
Section 9.1. AMENDMENT. These Articles of Incorporation may not
be amended without the affirmative vote of at least a majority of the shares
entitled to vote generally in the election of directors, voting as a single
voting group.
Section 9.2. SUPERMAJORITY VOTE REQUIRED FOR CERTAIN AMENDMENTS.
Notwithstanding anything to the contrary in these Articles of Incorporation
or the Bylaws of the Corporation and subject to the rights of holders of any
series of Preferred Stock then outstanding (and notwithstanding that a lesser
percentage may be specified by law, these Articles of Incorporation or the
Bylaws of the Corporation), (i) the affirmative vote of the holders of at
least 75% of the shares of the Corporation entitled to vote generally in the
election of directors, voting as a single voting group, shall be required to
alter, amend or repeal, or adopt any provisions inconsistent with, Article 4,
Article 5 or this Section 9.2 of these Articles of Incorporation, and (ii)
Article II of the Bylaws of the Corporation shall not be altered, amended or
repealed, and no provision inconsistent therewith shall be adopted, without
the affirmative vote of a majority of the entire Board of Directors or of the
holders of at least 75% of the shares of the Corporation entitled to vote
generally in the election of directors, voting as a single voting group.
Said Restated Articles of Incorporation supersede the original
Articles of Incorporation as heretofore amended.
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IN WITNESS WHEREOF, A.D.A.M. Software, Inc. has caused these Articles of
Restatement to be executed, its corporate seal to be affixed, and its seal
and execution hereof to be attested, all by its duly authorized officers,
this 9th day of May, 1994.
A.D.A.M. SOFTWARE, INC.
By: /s/ Robert S. Cramer, Jr.
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Name: Robert S. Cramer, Jr.
Title: Chairman of the Board
[CORPORATE SEAL]
Attest: /s/ Clay E. Scarborough
--------------------------------
Name: Clay E. Scarborough
Title: Secretary
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