Exhibit 3.9
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FIRST NOTICE SYSTEMS, INC.
The undersigned, William M. Fulton, President of First Notice
Systems, Inc., a Delaware corporation (the "Corporation"), and Richard A. Parr
II, Secretary of the Corporation, do hereby certify that:
1. The name of the Corporation is "First Notice Systems, Inc."
2. The original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on June 4, 1997, under
the name "FNS Acquisition Corp."
3. This Amended and Restated Certificate of Incorporation has
been duly proposed by resolutions adopted and declared advisable by the
Board of Directors of the Corporation, duly adopted by written consent
of the sole stockholder of the Corporation in lieu of a meeting and
vote and duly executed and acknowledged by the officers of the
Corporation in accordance with the provisions of Sections 103, 228, 242
and 245 of the General Corporation Law of the State of Delaware and,
upon filing with the Secretary of State of the State of Delaware in
accordance with Section 103, shall supercede the original Certificate
of Incorporation and shall, as it may thereafter be amended in
accordance with its terms and applicable law, be the Certificate of
Incorporation of the Corporation.
4. The text of the Certificate of Incorporation of the
Corporation is hereby amended and restated to read in its entirety as
follows:
FIRST: The name of the Corporation is FIRST NOTICE SYSTEMS,
INC.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware
19801 in New Castle County, Delaware. The name of the Corporation's registered
agent at such address is the Corporation Trust Company.
THIRD: The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 1,000 shares, of Common
Stock, $.01 par value ("Common Stock"). Except as otherwise expressly provided
herein, all shares of Common Stock shall be identical and shall entitle the
holders thereof to the same rights and privileges.
FIFTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
By-laws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provisions contained in this
Amended and Restated Certificate of Incorporation; and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Amended and Restated Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article.
SEVENTH: (1) The Corporation shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities and other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(2) No person shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the
liability of a director (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 General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper personal
benefit.
IN WITNESS WHEREOF, First Notice Systems, Inc. has caused this Amended
and Restated Certificate of Incorporation to by signed by its President and
attested by its Secretary this 17th day of August 1999.
/s/ William M. Fulton
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William M. Fulton
President
Attest:
/s/ Richard A. Parr II
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Richard A. Parr II
Secretary