EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AUTODESK, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Carol A. Bartz and Marcia K. Sterling each hereby certifies:
(1) They are the Chief Executive Officer and Secretary, respectively,
of Autodesk, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law");
(2) The original Certificate of Incorporation of this corporation,
originally filed on May 10, 1994, is hereby amended and restated in its entirety
to read as follows:
FIRST: The name of this corporation is Autodesk, Inc.
(the "Corporation").
SECOND: The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County
of New Castle, zip code 19801. The name of its
registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be
organized under the General Corporation Law of
Delaware.
FOURTH: The Corporation is authorized to issue two classes of
stock to be designated respectively Common Stock and
Preferred Stock. The total number of shares of all
classes of stock which the Corporation has authority
to issue is Two Hundred Fifty-Two Million
(252,000,000), consisting of Two Hundred Fifty
Million (250,000,000) shares of Common Stock, $0.01
par value (the "Common Stock"), and Two Million
(2,000,000) shares of Preferred Stock, $0.01 par
value (the "Preferred Stock").
The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is
hereby authorized subject to limitations prescribed
by law, to fix by resolution or resolutions the
designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof,
of each such series of Preferred Stock, including
without limitation authority to fix by resolution or
resolutions, the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions),
redemption price or prices, and liquidation
preferences of any wholly unissued series of
Preferred Stock, and the number of shares
constituting any such series and the designation
thereof, or any of the
foregoing.
The Board of Directors is further authorized to
increase (but not above the total number of
authorized shares of the class) or decrease (but not
below the number of shares of any such series then
outstanding) the number of shares of any series, the
number of which was fixed by it, subsequent to the
issue of shares of such series then outstanding,
subject to the powers, preferences and rights, and
the qualifications, limitations and restrictions
thereof stated in the resolution of the Board of
Directors originally fixing the number of shares of
such series. If the number of shares of any series is
so decreased, then the shares constituting such
decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing
the number of shares of such series.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The election of directors need not be by written
ballot unless a stockholder demands election by
written ballot at a meeting of stockholders and
before voting begins or unless the Bylaws of the
Corporation shall so provide.
SEVENTH: The number of directors which constitute the whole
Board of Directors of the Corporation shall be
designated in the Bylaws of the Corporation.
EIGHTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the
Board of Directors is expressly authorized to adopt,
alter, amend or repeal the Bylaws of the Corporation.
NINTH: To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may
hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor
the adoption of any provision of this Amended and
Restated Certificate of Incorporation inconsistent
with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim
that, but for this Article, would accrue or arise,
prior to such amendment, repeal or adoption of an
inconsistent provision.
TENTH: At the election of directors of the Corporation, each
holder of stock of any class or series shall be
entitled to one vote for each share held. No
stockholder will be permitted to cumulate votes at
any election of directors.
ELEVENTH: Meetings of stockholders may be held within or
without the State of Delaware, as the Bylaws may
provide. The books of the Corporation may be kept
(subject to any provision contained in the laws of
the State of Delaware) outside of the State of
Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the
Bylaws of the Corporation.
TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this
Amended and Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by the laws of
the State of Delaware, and all rights conferred
herein are granted subject to this reservation.
(3) This Amended and Restated Certificate of Incorporation has been
duly adopted by the Board of Directors of this Corporation in accordance with
Sections 242 and 245 of the General Corporation Law.
(4) This Amended and Restated Certificate of Incorporation has been
duly approved, in accordance with Section 242 of the General Corporation Law, by
vote of the holders of a majority of the outstanding stock entitled to vote
thereon.
IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Certificate of Incorporation on this 16th day of April, 1998.
/s/ CAROL A. BARTZ
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Carol A. Bartz
Chief Executive Officer
/s/ MARCIA K. STERLING
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Marcia K. Sterling
Secretary