EXHIBIT 3.1
[LOGO OF STATE OF COLORADO GOES HERE]
DEPARTMENT OF STATE
CERTIFICATE
I, NATALIE MEYER, Secretary of State of the State of Colorado
hereby certify that the prerequisites for the issuance of this
certificate have been fulfilled in compliance with law and are found
to conform to law.
Accordingly, the undersigned, by virtue of the authority vested
in me by law, hereby issues A CERTIFICATE OF AMENDMENT TO JONES
EDUCATION NETWORKS, INC.
DATED: MAY 18, 1994
/s/ NATALIE MEYER
----------------------------
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is JONES EDUCATION
NETWORKS, INC.
SECOND: The following amendment was adopted by the shareholders of
the Corporation on May 18, 1994, and the number of shares
voted in favor of the amendment was sufficient for approval:
Article V of the Articles of Incorporation of the Corporation be
amended by striking out and eliminating the first paragraph thereof in
its entirety and substituting the following in its place:
"ARTICLE V
---------
The total number of shares that the Corporation shall have
authority to issue shall be an aggregate of 20,010,000 shares, which
shall be divided into two classes: 20,000,000 shares of Class A Common
Stock, each share having a par value of $.01, and 10,000 shares of
Class B Common Stock, each share having a par value of $.01. The Class
A Common Stock and the Class B Common Stock shall have the following
relative rights, limitations and preferences, and except as
hereinafter stated, the Class A Common Stock and the Class B Common
Stock shall be identical in all respects:"
THIRD: The manner, if not set forth in such amendment, in which
any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be effected, is as
follows:
No change.
FOURTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows:
No change.
JONES EDUCATION NETWORKS, INC.
By /S/ ELIZABETH M. STEELE
___________________________
ELIZABETH M. STEELE
Vice President
BY /S/ LORRI ELLIS
___________________________
LORRI ELLIS
Assistant Secretary
STATE OF COLORADO )
) SS:
COUNTY OF ARAPAHOE )
Before me, Sara J. Lair, a Notary Public in and for the said County
and State, personally appeared Elizabeth M. Steele who acknowledged before me
that she is Vice President of Jones Education Networks, Inc., a Colorado
corporation, and that she signed the foregoing Articles of Amendment as her free
and voluntary act and deed for the uses and purposes therein set forth, and that
the facts contained therein are true.
In witness whereof, I have hereunto set my hand and seal tiffs 18th
day of May, 1994.
SARA J PUBLIC
-------------
NOTARY PUBLIC
[LOGO] 9697 E. Mineral Avenue
Englewood, CO 80112
My Commission Expires: 08/11/97
[LOGO OF STATE OF COLORADO]
DEPARTMENT OF
STATE
CERTIFICATE
I, NATALIE MEYER, Secretary of State of the State of Colorado hereby
certify that the prerequisites for the issuance of this certificate have been
fulfilled in compliance with law and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me by law,
hereby issues a CERTIFICATE OF AMENDMENT TO JONES EDUCATION NETWORKS, INC.,
FORMERLY KNOWN AS JONES EDUCATION NETWORK, INC.
Dated: AUGUST 11, 1992
/S/ NATALIE MEYER
____________________________
Secretary of state
(2478/LE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is
JONES EDUCATION NETWORK, INC.
SECOND: The following amendment was adopted by the shareholders of
the Corporation on August 10, 1992, in the manner prescribed
by the Colorado Corporation Act:
Article 1 of the Articles of Incorporation of the corporation be
amended by striking out and eliminating the text thereof in its entirety and
substituting the following in its place:
"The name of the corporation is Jones Education Networks, Inc."
THIRD: The number of shares of the Corporation outstanding at the
time of such adoption was 13,652; and the number of shares
entitled to vote thereon was 13,652.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows:
CLASS NUMBER OF SHARES
----- ----------------
Class A Common Stock 6,826
Class B Common Stock 6,826
FIFTH: The number of shares voted for such amendment was 13,652;
and the number of shares voted against such amendment was
none.
SIXTH: The number of shares of each class entitled to vote thereon as
a class voted for and against such amendment, respectively,
was:
NUMBER OF SHARES VOTED
----------------------
CLASS FOR AGAINST
----- --- -------
Class A Common Stock 6,826 0
Class B Common Stock 6,826 0
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the amendment shall be effected, is as
follows:
No change.
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows:
No change.
JONES EDUCATION NETWORK, INC.
By /S/ ELIZABETH M. STEELE
-------------------------
ELIZABETH M. STEELE
Vice President
By /S/ LORRI ELLIS
-------------------------
LORRI ELLIS
Assistant Secretary
-2-
STATE OF COLORADO )
) ss:
COUNTY OF ARAPAHOE)
Before me, Betty J. Coleman, a Notary Public in and for the said
County and State, personally appeared Elizabeth M. Steele who acknowledged
before me that she is the Vice President of Jones Education Network, Inc., a
Colorado corporation, and that she signed the foregoing Articles of Amendment as
her free and voluntary act and deed for the uses and purposes therein set forth,
and that the facts contained therein are true.
In witness whereof I have hereunto set my hand and seal this 10th day
of August, 1992.
/S/ BETTY J. COLEMAN
___________________________
Notary Public
9697 E. Mineral Ave.
Englewood, CO 80112
My Commission Expires: July 27, 1996.
-3-
DEPARTMENT OF
STATE
CERTIFICATE
I, NATALIE MEYER, Secretary of State of the State of Colorado
hereby, certify, that the prerequisites for the
issuance of this certificate have been fulfilled in compliance with
law and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in
me by law, hereby issues A CERTIFICATE OF AMMENDMENT TO JONES EDUCATION
NETWORK, INC., FORMERLY KNOWN AS JONES EDUCATION SYSTEMS, INC.
DATED: JULY 12, 1990
/S/ NATALIE MEYER
_____________________________
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is JONES EDUCATION SYSTEMS, INC.
SECOND: The following amendment was adopted by the shareholders of
the Corporation on June 10, 1990, in the manner prescribed by
the Colorado Corporation Act:
That the Articles of Incorporation of the Corporation be amended by
striking out and eliminating existing Article I in its entirety and substituting
the following in its place:
"The name of the Corporation is Jones Education Network, Inc."
THIRD: The number of shares of the Corporation outstanding at the
time of such adoption was 12,592; and the number of shares
entitled to vote thereon was 12,592.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows:
CLASS NUMBER OF SHARES
----- ----------------
Class A 6,296
Common Stock
Class B 6,296
Common Stock
FIFTH: The number of shares voted for such amendment was 12,592; and
the number of shares voted against such amendment was zero.
SIXTH: The number of shares of each class entitled to vote thereon
as a class voted for and against such amendment,
respectively, was:
NUMBER OF SHARES VOTED
----------------------
CLASS FOR AGAINST
----- --- -------
Class A 6,296 0
Common Stock
Class B 6,296 0
Common Stock
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the amendment shall be effected is as
follows:
No change.
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital as
changed by such amendment, are as follows:
No change.
JONES EDUCATION SYSTEMS, INC.
By /S/ ELIZABETH M. STEELE
--------------------------
Elizabeth M. Steele
Vice President
By /S/ LORRI ELLIS
----------------------------
Lorri Ellis
Assistant Secretary
-2-
STATE OF COLORADO )
) SS:
COUNTY OF ARAPAHOE )
Before me, Betty J. Coleman, a Notary Public in and for the said
County and State, personally appeared Elizabeth M. Steele who acknowledged
before me that she is the Vice President of Jones Education Systems, Inc., a
Colorado corporation, and that she signed the foregoing Articles of Amendment as
her free and voluntary act and deed for the uses and purposes therein set forth,
and that the facts contained therein are true.
In witness whereof I have hereunto set my hand and seal this 12th day
of June, 1990.
/S/ BETTY J. COLEMAN
--------------------------
Notary Public
9697 E. Mineral Ave.
Englewood, CO 80112
My Commission Expires: July 27, 1993.
-3-
[LOGO OF THE STATE OF COLORDO]
DEPARTMENT OF
STATE
CERTIFICATE
I, NATALIE MEYER, Secretary of State of the State of Colorado hereby
certify that the prerequisites for the issuance of this certificate have been
fulfilled in compliance with law and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me by
law, hereby issues A CERTIFICATE OF INCORPORATION TO JONES EDUCATION SYSTEMS,
INC.
Dated: APRIL 16, 1990
/S/ NATALIE MEYER
________________________________
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
JONES EDUCATION SYSTEMS, INC.
ARTICLE I
---------
The name of the Corporation is Jones Education Systems, Inc.
ARTICLE II
----------
The Corporation is organized under the laws of the State of Colorado.
ARTICLE III
-----------
The period of duration of the Corporation shall be perpetual.
ARTICLE IV
----------
The nature of the business of the Corporation, the purposes for which
it is organized and its powers are as follows:
1. To engage in the transaction of all lawful business or pursue
any other lawful purpose or purposes for which a Corporation may be organized
under the laws of the State of Colorado.
2. To have, enjoy and exercise all of the rights, powers and
privileges conferred upon corporations organized under the laws of the State of
Colorado, whether now or hereafter in effect, and whether or not herein
specifically mentioned.
The foregoing enumeration of purposes and powers shall not limit or
restrict in any manner the exercise of other and further rights and powers that
may now or hereafter be allowed or permitted by law.
ARTICLE V
---------
1. The total number of shares that the Corporation shall have
authority to issue shall be an aggregate of 20,000
shares, which shall be divided into two classes: 10,000 shares of Class A Common
Stock, each share having a par value of $.01, and 10,000 shares of Class B
Common Stock, each share having a par value of $.01. The Class A Common Stock
and the Class B Common Stock shall have the following relative rights,
limitations and preferences, and except as hereinafter stated, the Class A
Common Stock and the Class B Common Stock shall be identical in all respects:
1. Dividends. All shares of Class A Common Stock and all shares of
---------
Class B Common Stock shall have the same rights to dividends and distributions
of the Corporation, when and as declared by the board of directors, whether paid
in cash, property or stock. The board of directors may declare either (i) a
dividend payable solely in shares of Class A Common Stock to holders of both
Class A Common Stock and Class B Common Stock or (ii) a dividend payable solely
in Class B Common Stock to holders of both Class A Common Stock and Class B
Common Stock.
2. Voting Rights. The holders of Class A Common Stock and the
-------------
holders of Class B Common Stock shall have the following voting rights:
A. With respect to the election of directors, the holders of Class
A Common Stock voting as a separate class shall be entitled to elect that
number of directors which constitutes 25% of the total membership of the
board of directors; and if such 25% is not a whole number, then the holders
of the Class A Common Stock shall be entitled to elect the nearest higher
whole number of directors which constitutes 25% of such membership. Holders
of Class B Common Stock, voting as a separate class, shall be entitled to
elect the remaining directors.
B. With respect to the removal of directors, the holders of Class A
Common Stock voting as a separate class shall only be entitled to vote on
the removal, with or without cause, of any director elected by the holders
of Class A Common Stock; and the holders of Class B Common Stock shall only
be entitled to vote on the removal, with or without cause, of any director
elected by the holders of Class B Common Stock.
C. The holders of Class A Common Stock and the holders of Class B
Common Stock shall be entitled to vote as separate classes upon all matters
specified in the Colorado Corporation Code as requiring a separate class
vote. On all matters requiring such a class vote. the passage of any such
matter shall require the affirmative vote of the holders of two-thirds of
the shares of each class and of the total shares entitled to vote thereon.
-2-
D. The holders of Class A Common Stock and the holders of Class B
Common Stock shall, in all other matters not referred to above, vote
together as a single class, provided that the holders of Class A Common
Stock shall have one-tenth of a vote for each share and the holders of
Class B Common Stock shall have one vote for each share.
E. Any vacancy occurring in the board of directors created by the
death, resignation or removal of any director, whether elected by the
holders of Class A Common Stock or Class B Common Stock, may be filled by
the affirmative vote of a majority of the remaining directors, though less
than a quorum of the board of directors, unless the remaining directors
elect to call a special meeting of the shareholders for the purpose of
filling such vacancy. If permitted by the bylaws of the Corporation, the
board of directors may increase the number of directors, and any vacancy so
created may be filled by the board of directors; provided that unless the
conditions set forth in F below exist in respect of the next previous
meeting of shareholders at which directors have been elected, the number of
directors may be so increased by the board of directors only to the extent
that 25% of the enlarged board shall consist of directors elected by the
holders of Class A Common Stock or by persons appointed to fill vacancies
created by the death, resignation or removal of persons elected by the
holders of Class A Common Stock. Any director elected by the board of
directors to fill a vacancy shall serve until the next annual meeting of
shareholders and until his successor is elected and has qualified.
F. The Class A Common Stock shall not have the rights to elect
directors set forth in A above if, on the record date for any meeting of
shareholders at which directors are to be elected, the number of issued and
outstanding shares of Class A Common Stock (exclusive of any such shares
held as treasury stock) is less than 10% of the aggregated number of issued
and outstanding shares of both Class A Common Stock and Class B Common
Stock (exclusive of any such shares held as treasury stock). In such event,
all directors to be elected at such meeting shall be elected by holders of
Class A Common Stock and Class B Common Stock voting together as a single
class, provided that with respect to said election the holders of Class A
Common Stock shall have one-tenth of a vote for each share and the holders
of Class B Common Stock shall have one vote for each share.
ARTICLE VI
----------
Shareholders shall have no preemptive rights to acquire additional or
treasury shares of the Corporation
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or securities convertible into shares or carrying stock purchase warrants or
privileges, or stock rights, or stock options.
ARTICLE VII
-----------
Any action proposed to be taken by the shareholders which, but for this
Article, will require the vote or concurrence of two-thirds of the outstanding
shares of the Corporation under the Colorado Corporation Code, as amended, may
be taken by a majority of the votes to which the then outstanding shares, or any
class or series thereof, are entitled.
ARTICLE VIII
------------
1. The business and affairs of the Corporation shall be managed by
a board of directors, the members of which shall be elected at the annual
meeting of the shareholders, or at a special meeting called for that purpose.
2. The initial board of directors shall consist of the following two
members, who shall serve until the first annual meeting of shareholders and
until their successors shall be elected and qualified.
Director Address
-------- -------
Glenn R. Jones 9697 East Mineral Avenue
Englewood, Colorado 80112
Carl E. Vogel 9697 East Mineral Avenue
Englewood, Colorado 80112
3. The number of directors may be increased or decreased from time
to time in the manner provided in the bylaws of the Corporation, but no decrease
shall have the effect of shortening the term of any incumbent director.
ARTICLE IX
----------
Cumulative voting shall not be permitted in the election of directors.
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ARTICLE X
---------
The initial registered office of the Corporation shall be 9697 East
Mineral Avenue, Englewood, Colorado 80112, and the initial registered agent at
such registered office shall be Glenn R. Jones.
ARTICLE XI
----------
No contract or other transaction between the Corporation and one or
more of its directors or any other corporation, partnership, joint venture,
trust, association, other entity, or employee benefit plan in which one or more
of the Corporation's directors or officers are directors or officers or are in
any similar managerial or fiduciary position or are financially interested shall
be either void or voidable solely because of such relationship or interest or
solely because such directors or officers are present at the meeting of the
board of directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or solely because their votes are counted for such
purpose, so long as such contract or transaction satisfies the requirements
explicitly set forth in the Colorado Corporation Code for contracts between a
corporation and its directors.
ARTICLE XII
-----------
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director; except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its shareholders for monetary
damages otherwise existing for: (i) any breach of the directors' duty of loyalty
to the Corporation or to its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) acts specified in Section 7-5-114 of the Colorado Corporation Code; or
(iv) any transaction from which the director derived any improper personal
benefit. If the Colorado Corporation Code hereafter is amended to eliminate or
limit further the liability of a director, then, in addition to the elimination
and limitation of liability provided by the preceding sentence, the liability of
each director shall be eliminated or limited to the fullest extent permitted by
the Colorado Corporation Code as so amended. Any repeal or modification of this
Article XII shall not adversely affect any right or protection of a director of
the Corporation under this Article XII, as in effect immediately prior to such
repeal or modification, with respect to any liability that would have accrued,
but for this Article XII, prior to such repeal or modification.
-5-
ARTICLE XIII
------------
1. The Corporation shall indemnify any person and his estate and
personal representative against all liability and expense incurred by reason of
the person being or having been a director or officer of the Corporation to the
full extent and in any manner that directors may be indemnified under the
Colorado Corporation Code, as in effect at any time. The Corporation shall also
indemnify any person who is serving or has served the Corporation as director,
officer, employee, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
2. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article XII.
ARTICLE XIV
-----------
The name and address of the incorporator are:
Elizabeth M. Steele 9697 East Mineral Avenue
Englewood, Colorado 80112
Executed this 16th day of April, 1990.
/S/ ELIZABETH M. STEELE
______________________________
ELIZABETH M. STEELE
-6-
STATE OF COLORADO )
) ss.:
COUNTY OF ARAPAHOE)
I, Lorri Ellis, a notary public, hereby certify that on the 16th day
of April, 1990, personally appeared before me Elizabeth M. Steele, who being by
me first duly sworn, declared that she is the person who signed the foregoing
document as incorporator, and that the statements contained therein are true.
In witness whereof, I have hereunto set my hand and seal this 16th day
of April, 1990.
/S/ LORRI ELLIS
(SEAL) ______________________________
Notary Public
9697 E. Mineral Ave.
Englewood, Colorado 80112
My commission expires August 27, 1993.
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