Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JTH TAX, INC.
JTH TAX, INC., a corporation incorporated under the name JTH Tax, Inc.,
on October 23, 1996, and existing under and by virtue of the General Corporation
Law of the State of Delaware (the "Company"), does hereby certify:
FIRST: That by written consent of the Board of Directors dated April
10, 1997, a resolution was duly adopted setting forth a proposed
Amendment and Restatement of the Certificate of Incorporation
("Amendment and Restatement") of the Company, declaring said Amendment
and Restatement to be advisable and calling for consideration of said
proposed Amendment and Restatement by the stockholder of the Company.
The resolution setting forth the Amendment and Restatement is as
follows:
RESOLVED, that the Certificate of Incorporation of the Company
be restated and integrated and also further amended to read as
set forth in Exhibit A attached hereto.
SECOND: That thereafter, pursuant to the resolution of the Board of
Directors, the proposed Amendment and Restatement was approved by the
stockholders of the Company by written consent dated April 10, 1997.
THIRD: That said Amendment and Restatement was duly adopted in
accordance with the provisions of Sections 242, 245 and 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Amended and Restated
Certificate of Incorporation to be executed by John T. Hewitt, its President and
Secretary, this 10th day of April, 1997.
JTH TAX, INC.
By: /s/ John T. Hewitt
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John T. Hewitt, President JTH
TAX, INC.
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JTH TAX, INC.
Pursuant to the provisions of the Delaware General Corporation Law, the
undersigned incorporator executes the following Certificate of Incorporation:
1. Name. The name of this corporation is JTH Tax, Inc.
2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Company, 1209
Orange Street, Wilmington, DE 19801.
3. Purpose. The corporation is incorporated under the Delaware
General Corporation Law and shall have unlimited power to engage in all lawful
business for which corporations may be incorporated under the Delaware
General Corporation Law.
4. Authorized Capital. The aggregate number of shares of stock
which the Corporation shall have authority to issue is One Million (1,000,000)
shares divided into two (2) classes consisting of (a) 100,000 shares of
Preferred Stock, par value $1.00 per share ("Preferred Stock"), (b) 800,000
shares of Class A Common Stock, $1.00 par value and 100,000 shares of
Class B Common Stock, par value $1.00.
a. At any time, and from time to time, the Preferred Stock of
the Corporation may be divided into and issued in one or more classes of further
classes of shares, or one or more series of shares, each of which classes or
series shall be so designated as to distinguish the shares thereof from the
shares of all other classes or series. All shares within any class of Preferred
Stock shall be identical except as to the following relative rights and
preferences, in respect of any or all of which there may be variations between
different series of such class, namely, the rate of dividend, the right of
redemption, and the price at which, and the terms and conditions on which,
shares may be redeemed, the amounts payable upon shares in event of voluntary or
involuntary liquidation, sinking fund provisions for the redemption or purchase
of shares, the right of conversion, the terms and conditions on which shares may
be converted in the event the shares of any class or series of stock are issued
with the privilege of conversion, and the voting rights.
b. The Board of Directors of the Corporation is hereby
expressly vested with the authority, by resolution, from time to time to divide
the Preferred Stock of the corporation into one or more classes or series as
aforesaid, to fix and determine the variable rights and preferences of any class
or series so established.
5. Initial Board of Directors. The number of directors which shall
constitute the board of directors shall be no less than one, and no greater than
nine. The name and address of the person who is to serve as the initial director
is John T. Hewitt, 3742 Virginia Beach Boulevard, Virginia Beach, VA 23452.
6. a. Class A Common Stock.
(1) Election of Directors. So long as there are
any shares of Class B common stock issued and outstanding, at all shareholders'
meetings for the election of directors, the holders of Class A common stock,
voting separately as a class, shall be entitled to elect a number of
directors being one (1) less than the number of directors elected by Class B
common stock.
(2) Non-Cumulative Voting. Voting for directors
by the holders of Class A common stock shall be on a non-cumulative basis.
(3) Elimination of Designation. At such time as
all Class B common stock shall have been converted to Class A common stock, no
additional Class B common stock shall be issued and all Class A common stock
shall become common stock of the Corporation without further designation and
all provisions herein relating separately to Class B common stock shall have no
further force and effect.
b. Class B Common Stock.
(1) Election of Directors. Subject to paragraph
6.a.(1) above, at all shareholders' meetings for the election of directors,
the holders of Class B common stock, voting separately as a class, shall be
entitled to elect one director more than the holders of Class A common stock
voting separately as a class of the directors.
(2) Non-cumulative Voting. Voting for directors
by the holders of Class B common stock shall be on a non-cumulative basis.
(3) Optional Conversion. The holder of any
Class B common shares may at his option convert any such shares into an
equal number of fully paid and non-assessable shares of Class A common
stock.
7. Incorporator. The name and mailing address of the incorporator is
John T. Hewitt, JTH Tax, Inc., 2214 Commerce Parkway, Virginia Beach, VA 23454.
8. Voting Rights. Except as otherwise provided in Paragraph 6, every
stockholder shall have the right at every meeting of stockholders to one vote
for every share standing in the name of such stockholder on the books of the
Company which is entitled to vote at such meeting. Every stockholder may vote
either in person or by proxy.
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9. Limitation on Liability. The directors of the Corporation shall be
entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the generality of the foregoing,
no director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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 transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this Section 9 shall be prospective only, and shall not affect,
to the detriment of any director, any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.
JTH Tax, Inc.
By: /s/ John T. Hewitt
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Dated:____________________ John T. Hewitt, President
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