EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
JONES INTERNATIONAL NETWORKS, LTD.
The undersigned, who is eighteen years of age or older, hereby establishes
a corporation, pursuant to the Colorado Business Corporation Act, as amended,
and adopts the following Articles of Incorporation:
ARTICLE I
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The name of the corporation is Jones International Networks, Ltd. (the
"Corporation").
ARTICLE II
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The nature of the business or purposes of the Corporation is to engage in
the transaction of all lawful business and to pursue any other lawful purpose or
purposes for which a corporation may be organized under the laws of the State of
Colorado. The Corporation shall 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 III
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The period of duration of the Corporation shall be perpetual.
ARTICLE IV
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The street address of the initial registered office of the Corporation
shall be 9697 E. Mineral Avenue, Englewood, Colorado 80112. The name of the
initial registered agent of the Corporation at such address shall be Elizabeth
M. Steele.
ARTICLE V
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The address of the initial principal office of the Corporation shall be
9697 E. Mineral Avenue, Englewood, Colorado 80112.
ARTICLE VI
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6.1. Authorized Shares. The total number of shares of capital stock that
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the Corporation shall have authority to issue is 51,785,120 shares, consisting
of two classes of capital stock:
(a) 50,000,000 shares of Class A Common Stock, par value $.01 per
share (the "Class A Shares"); and
(b) 1,785,120 shares of Class B Common Stock, par value $.01 per share
(the "Class B Shares"; and, together with the Class A Shares, the "Common
Shares").
6.2. Designations, Preferences, etc. The designations, preferences,
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powers, qualifications, and special or relative rights or privileges of the
capital stock of the Corporation shall be as set forth in Article VII.
ARTICLE VII
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7.1. Identical Rights. Except as herein otherwise expressly provided in
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this Article VII, all Common Shares shall be identical and shall entitle the
holders thereof to the same rights and privileges.
7.2. Dividends.
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(a) When, as and if dividends are declared by the Corporation's Board
of Directors, whether payable in cash, in property or in securities of the
Corporation, the holders of Common Shares shall be entitled to share equally in
and to receive, in accordance with the number of Common Shares held by each such
holder, all such dividends. The Board of Directors of the Corporation may
declare either (i) a dividend payable solely in Class A Shares to holders of
both Class A Shares and Class B Shares, or (ii) a dividend payable solely in
Class B Shares to holders of both Class A Shares and Class B Shares.
(b) Dividends payable under this Paragraph 7.2 shall be paid to the
holders of record of the outstanding Common Shares as their name shall
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appear on the stock register of the Corporation on the record date fixed by the
Board of Directors in advance of declaration and payment of each dividend. Any
Common Shares issued as a dividend pursuant to this Paragraph 7.2 shall, when so
issued, be duly authorized, validly issued, fully paid and non-assessable, and
free of all liens and charges. The Corporation shall not issue fractions of
Common Shares on payment of such dividend but shall issue a whole number of
shares to such holder of Common Shares rounded up or down in the Corporation's
sole discretion to the nearest whole number, without compensation to the
stockholder whose fractional share has been rounded down or from any stockholder
whose fractional share has been rounded up.
(c) Notwithstanding anything contained herein to the contrary, no
dividends on Common Shares shall be declared by the Corporation's Board of
Directors or paid or set apart for payment by the Corporation at any time that
such declaration, payment or setting apart is prohibited by applicable law.
7.3. Stock Splits. Except as otherwise provided by Paragraph 7.2(a) above,
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the Corporation shall not in any manner subdivide (by any stock split,
reclassification, stock dividend, recapitalization, or otherwise) or combine the
outstanding shares of one class of Common Shares unless the outstanding shares
of all classes of Common Shares shall be proportionately subdivided or combined.
7.4. Voting Rights.
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(a) On all matters submitted to the shareholders not requiring a class
vote under applicable Colorado law, the holders of the Common Shares shall vote
as a single class, with each Class A Share entitled to one vote and each Class B
Share entitled to ten votes, except with respect to the election of the members
of the Board of Directors for which there shall be class voting as described in
subparagraph (b) below.
(b) With respect to the election of directors, the holders of the
Class A Shares, voting as a separate voting group, 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 Shares shall be entitled to elect the nearest higher whole number of
directors which constitutes 25% of such membership. The holders of the Class B
Shares, voting as a separate voting group, shall be entitled to elect the
remaining directors.
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(c) With respect to the removal of directors, the holders of the Class
A Shares, voting as a separate voting group, shall only be entitled to vote on
the removal, with or without cause, of any director elected by the holders of
the Class A Shares; and the holders of the Class B Shares, voting as a separate
voting group, shall only be entitled to vote on the removal, with or without
cause, of any director elected by the holders of the Class B Shares.
(d) Any vacancy occurring in the Board of Directors created by the
death, resignation or removal of any director, whether elected by the holders of
the Class A Shares or the Class B Shares, 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 subparagraph (e) 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 the Class A Shares or by persons appointed
to fill vacancies created by the death, resignation or removal of persons
elected by the holders of the Class A Shares. 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.
(e) The Class A Shares shall not have the right to elect directors set
forth in subparagraph (b) above if, on the record date for any meeting of
shareholders at which directors are to be elected, the number of issued and
outstanding Class A Shares (exclusive of any such shares held as treasury stock)
is less than 10% of the aggregated number of issued and outstanding Class A
Shares and Class B Shares (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 Shares and Class B Shares voting together as a single class,
provided that with respect to said election the holders of Class A Shares shall
have one vote for each share and the holders of Class B Shares shall have ten
votes for each share.
7.5. No Preemptive or Subscription Rights. No holder of Common Shares
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shall be entitled to preemptive or subscription rights.
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7.6 Conversion of Class B Shares. At any time, and from time-to-time, a
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holder of shares of Class B shall be entitled to convert Class B Shares to Class
A Shares on a share for share basis. As promptly as practicable after the
surrender of any Class B Shares for conversion and the receipt of a conversion
notice relating thereto, the Corporation shall deliver or cause to be delivered
at said office or agency, to or upon the written order of the holder of the
Class B Shares so surrendered, a certificate or certificates representing the
number of fully paid and nonassessable Class A Shares into which such Class B
Shares (or portions thereof) may be converted in accordance with the provisions
of this Section 7.6, registered in such name or names as are specified in the
conversion notice. In case any Class B Shares shall be surrendered for partial
conversion, the Corporation shall deliver or cause to be delivered a certificate
or certificates representing the unconverted portion of the surrendered Class B
Shares. Such conversion shall be deemed to have been effected at the close of
business on the date when such Class B Shares shall have been surrendered for
conversion together with the conversion notice, so that the rights of the holder
of such Class B Shares as such holder shall cease at such time and the person or
persons entitled to receive the Class A Shares upon conversion of such Class B
Shares shall be treated for all purposes as having becoming the record holder or
holders of such Class A Shares at such time; provided, however, that no such
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surrender on any date when the stock transfer books of the Corporation shall be
closed shall be effective to constitute the person or persons entitled to
receive the Class A Shares upon such conversion as the record holder or holders
of such Class A Shares on such date, but such surrender shall be effective to
constitute the person or persons entitled to receive such Class A Shares as the
record holder or holders thereof for all purposes at the opening of business on
the next succeeding business day on which such stock transfer books are open.
ARTICLE VIII
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The Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation from time to time and at any time
in the manner now or hereafter prescribed in these Articles of Incorporation and
by the laws of the State of Colorado, and all rights herein conferred upon
shareholders are granted subject to such reservation.
ARTICLE IX
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Any action proposed to be taken by the shareholders which, but for this
Article IX, would require a greater vote under the Colorado Business Corporation
Act, as amended from time to time, may be taken by a majority of
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the votes to which the then outstanding shares, or any class or series thereof,
are entitled.
ARTICLE X
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10.1. 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.
10.2. The initial board of directors shall consist of the following
three members, who shall serve until the first annual meeting of shareholders
and until his successor shall be elected and qualified.
DIRECTOR ADDRESS
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Glenn R. Jones 9697 E. Mineral Avenue Englewood,
Colorado 80112
Gregory J. Liptak 9697 E. Mineral Avenue Englewood,
Colorado 80112
Jay B. Lewis 9697 E. Mineral Avenue Englewood,
Colorado 80112
10.3. 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 XI
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Shareholders of the Corporation shall not have cumulative voting rights.
ARTICLE XII
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The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and the same are in
furtherance of and not in limitation or exclusion of the powers conferred by
law.
12.1. Conflicting Interest Transactions. As used in this paragraph,
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"conflicting interest transaction" means any of the following: (i) a loan or
other
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assistance by the Corporation to a director of the Corporation or to an entity
in which a director of the Corporation is a director or officer or has a
financial interest; (ii) a guaranty by the Corporation of an obligation of a
director of the Corporation or of an obligation of an entity in which a director
of the Corporation is a director or officer or has a financial interest; or
(iii) a contract or transaction between the Corporation and a director of the
Corporation or between the Corporation and an entity in which a director of the
Corporation is a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the Corporation, solely because the
conflicting interest transaction involves a director of the Corporation or any
entity in which a director of the Corporation is a director or officer or has a
financial interest, or solely because the director is present at or participates
in the meeting of the Corporation's board of directors or of the committee of
the board of directors which authorizes, approves or ratifies a conflicting
interest transaction, or solely because the director's vote is counted for such
purpose, so long as such transaction satisfies one or more of the conditions set
forth in Section 7-108-501(2) of the Colorado Business Corporation Act. Common
or interested directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or of a committee which authorizes,
approves or ratifies the conflicting interest transaction.
12.2. Indemnification. The Corporation shall indemnify, to the maximum
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extent permitted by law, any person who is or was a director, officer, agent,
fiduciary or employee of the Corporation against any claim, liability or expense
arising against or incurred by such person made party to a proceeding because he
or she is or was a director, officer, agent, fiduciary or employee of the
Corporation or because he or she is or was serving another entity as a director,
officer, partner, trustee, employee, fiduciary or agent at the Corporation's
request. The Corporation shall further have the authority to the maximum extent
permitted by law to purchase and maintain insurance providing such
indemnification.
12.3. Limitation of Director's Liability. No director of the
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Corporation shall have any personal liability for monetary damages to the
Corporation or its shareholders for breach of his or her fiduciary duty as a
director, except that this provision shall not eliminate or limit the personal
liability of a director to the Corporation or its shareholders for monetary
damages for: (i) any breach of the directors' duty of loyalty to the
Corporation or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a
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knowing violation of law; (iii) voting for or assenting to a distribution in
violation of Section 7-106-401 of the Colorado Business Corporation Act or the
articles of incorporation if it is established that the director did not perform
his or her duties in compliance with Section 7-108-401 of the Colorado Business
Corporation Act, provided that the personal liability of a director in this
circumstance shall be limited to the amount of the distribution which exceeds
what could have been distributed without violation of Section 7-106-401 of the
Colorado Business Corporation Act or the articles of incorporation; or (iv) any
transaction from which the director directly or indirectly derives an improper
personal benefit. If the Colorado Business Corporation Act 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 Business Corporation Act as so amended. Nothing
contained herein will be construed to deprive any director of his or her right
to all defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he or she may have for
contribution from any other director or other person.
12.4. Negation of Equitable Interests in Shares or Rights. Unless
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a person is recognized as a shareholder through procedures established by the
Corporation pursuant to Section 7-107-204 of the Colorado Business Corporation
Act or any similar law, the Corporation shall be entitled to treat the
registered holder of any shares of the Corporation as the owner thereof for all
purposes permitted by the Colorado Business Corporation Act, including without
limitation all rights deriving from such shares, and the Corporation shall not
be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares on the part of any other persons,
including without limitation a purchaser, assignee or transferee of such shares,
unless and until such other person becomes the registered holder of such shares
or is recognized as such, whether or not the Corporation shall have either
actual or constructive notice of the claimed interest of such other person.
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ARTICLE XIII
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The name and address of the incorporator are:
Elizabeth M. Steele 9697 E. Mineral Avenue Englewood, Colorado 80112
Executed this 28th day of May, 1998.
/s/ Elizabeth M. Steele
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Elizabeth M. Steele
Incorporator
I hereby consent to my appointment as the initial registered agent for
Jones International Networks, Ltd.
/s/ Elizabeth M. Steele
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Elizabeth M. Steele