Exhibit 3.03
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CSG SYSTEMS INTERNATIONAL, INC.
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CSG Systems International, Inc. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
as follows:
1. The name of the corporation is CSG Systems International, Inc.
2. The Board of Directors of the Corporation duly adopted a resolution
proposing that the Restated Certificate of Incorporation of the Corporation be
amended by adding thereto a new Article VII reading as follows and declaring the
advisability of such proposed amendment:
"ARTICLE VII
A. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors.
The Board of Directors shall consist of not fewer than five
(5) members and not more than thirteen (13) members, the exact
number of authorized directors within such range to be fixed
from time to time by a resolution of the Board of Directors
adopted by the affirmative vote of at least a majority of the
total number of authorized directors most recently fixed by the
Board of Directors. The directors of the Corporation shall be
divided into three classes for the purpose of determining their
terms of office. Each such class shall consist, as nearly as
possible, of one-third of the total number of directors fixed
by the Board of Directors. At the annual meeting of stock-
holders of the Corporation held in 1997, one class of directors
(designated as Class I) shall be elected for a term expiring at
the annual meeting of stockholders of the Corporation held in
1998, one class of directors (designated as Class II) shall be
elected for a term expiring at the annual meeting of stock-
holders of the Corporation held in 1999, and one class of
directors (designated as Class III) shall be elected for a term
expiring at the annual meeting of stockholders of the
Corporation held in 2000. At each succeeding annual meeting of
stockholders of the Corporation, beginning in 1998, successors
to the class of directors whose term expires at that annual
meeting shall be elected for a term expiring at the annual
meeting of stockholders of the Corporation held in the third
year following the year of their
election. If the number of directors is changed, then
any increase or decrease in such number shall be appor-
tioned by the Board of Directors among the classes of
directors so as to maintain as nearly as possible an equal
number of directors in each class. No reduction in the
authorized number of members of the Board of Directors
shall have the effect of removing any director from office
before that director's term of office expires. Vacancies
on the Board of Directors and newly created directorships
resulting from an increase in the authorized number of
members of the Board of Directors may be filled only by a
majority of the directors then in office, although less
than a quorum, or by a sole remaining director. Each
director, including a director elected to fill a vacancy
or a newly created directorship, shall hold office until
the next election of the class of directors to which such
director belongs and until his or her successor is elected
and qualified or until his or her earlier death, resignation,
or removal from office for cause. Any director or the entire
Board of Directors may be removed from office at any time but
only for cause and only by the affirmative vote of the holders
of at least seventy-five percent (75%) of the voting power of
all outstanding shares of capital stock of the Corporation
then entitled to vote in an election of directors of the
Corporation, voting as a single class.
B. Nominations of persons for election to the Board of
Directors may be made at a meeting of stockholders of the
Corporation either by or at the direction of the Board of
Directors or by any stockholder of record entitled to vote
in the election of directors at such meeting who has complied
with the notice procedures set forth in this Paragraph B.
A stockholder who desires to nominate a person for election
to the Board of Directors at a meeting of stockholders of the
Corporation and who is eligible to make such nomination must
give timely written notice of the proposed nomination to the
secretary of the Corporation. To be timely, a stockholder's
notice given pursuant to this Paragraph B must be received at
the principal executive office of the Corporation not less
than one hundred twenty (120) calendar days in advance of the
date which is one year later than the date of the proxy
statement of the Corporation released to stockholders in
connection with the previous year's annual meeting of stock-
holders of the Corporation; provided, however, that if no
annual meeting of stockholders of the Corporation was held in
the previous year or if the date of the forthcoming annual
meeting of stockholders has been changed by more than thirty
(30) calendar days from the date
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contemplated at the time of the previous year's proxy
statement or if the forthcoming meeting is not an annual
meeting of stockholders of the Corporation, then to be timely
such stockholder's notice must be so received not later than
the close of business on the tenth day following the earlier
of (a) the day on which notice of the date of the forthcoming
meeting was mailed or given to stockholders by or on behalf
of the Corporation or (b) the day on which public disclosure of
the date of the forthcoming meeting was made by or on behalf of
the Corporation. Such stockholder's notice to the secretary of
the Corporation shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as
a director (i) the name, age, business address, and residence
address of such person, (ii) the principal occupation or employ-
ment of such person, (iii) the class and number of shares of
capital stock of the Corporation which then are beneficially
owned by such person, (iv) any other information relating to
such person that is required by law or regulation to be
disclosed in solicitations of proxies for the election of
directors of the Corporation, and (v) such person's written
consent to being named as a nominee for election as a director
and to serve as a director if elected and (b) as to the stock-
holder giving the notice (i) the name and address, as they
appear in the stock records of the Corporation, of such stock-
holder, (ii) the class and number of shares of capital stock of
the Corporation which then are beneficially owned by such
stockholder, (iii) a description of all arrangements or under-
standings between such stockholder and each nominee for
election as a director and any other person or persons (naming
such person or persons) relating to the nomination proposed to
be made by such stockholder, and (iv) any other information
required by law or regulation to be provided by a stockholder
intending to nominate a person for election as a director of
the Corporation. At the request of the Board of Directors,
any person nominated by or at the direction of the Board of
Directors for election as a director of the Corporation shall
furnish to the secretary of the Corporation the information
concerning such nominee which is required to be set forth in
a stockholder's notice of a proposed nomination. No person
shall be eligible for election as a director of the Corpor-
ation unless nominated in compliance with the procedures set
forth in this Paragraph B. The chairman of a meeting of
stockholders of the Corporation shall refuse to accept the
nomination of any person not made in compliance with the
procedures set forth in this Paragraph B, and such defective
nomination shall be disregarded.
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C. Notwithstanding any provision of this Certificate of
Incorporation or the by-laws of the Corporation to the
contrary, the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of all out-
standing shares of capital stock of the Corporation then
entitled to vote in an election of directors of the Corpor-
ation, voting as a single class, shall be required to alter,
amend, or repeal this Article VII or to adopt any provision
of this Certificate of Incorporation or the by-laws of the
Corporation which is inconsistent with this Article VII."
3. Such amendments have been duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by the Chairman of the Board and Chief Executive Officer of the
Corporation this 29th day of May, 1997.
CSG SYSTEMS INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Neal C. Hansen
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Neal C. Hansen, Chairman of the
Board and Chief Executive Officer
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