EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
KORN/FERRY INTERNATIONAL
I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, do
execute this Certificate of Incorporation and do hereby certify as follows:
ARTICLE I: NAME
The name of the corporation is Korn/Ferry International (the
"Corporation").
ARTICLE II: REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is Corporation Trust
Company.
ARTICLE III: PURPOSE
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
the State of Delaware.
ARTICLE IV: STOCK
Section 1. Authorized Shares. The total number of shares of all classes
which the Corporation shall have the authority to issue shall be 200,000,000,
which shall be divided into two classes, one to be designated "Common Stock,"
which shall consist of 150,000,000 authorized shares, $0.01 par value per
share, and a second class to be designated as "Preferred Stock," which shall
consist of 50,000,000 authorized shares, $0.01 par value per share.
Section 2. Preferred Stock of the Corporation. The Preferred Stock may be
issued in one or more series, from time to time, each series to be
appropriately designated by a distinguishing number, letter or title, prior to
the issuance of any shares thereof.
Section 3. Authority of Board of Directors to Issue Stock. Each series of
Preferred Stock shall consist of such number of shares and have such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, as shall be stated in
the resolutions or resolutions providing for the issuance of such series
adopted by the Board of Directors of the Corporation (the "Board of
Directors"), and the Board of Directors is hereby expressly vested with
authority, to the full extent now or hereafter provided by law, to adopt any
such resolution or resolutions.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting the series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that
series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or
date upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that
series; and
(h) Any other relative rights, preferences and limitations of that
series.
Section 4. No Preemptive or Preferential Rights. No holders of shares of
the Corporation of any class, now or hereafter authorized, shall have any
preferential or preemptive rights to subscribe for, purchase or receive any
shares of the Corporation of any class, now or hereafter authorized, or any
options or warrants to subscribe for such shares, or any rights to subscribe
for, purchase or receive any securities convertible to or exchangeable for
such shares, which may at any time be issued, sold or offered for sale by the
Corporation.
ARTICLE V: INCORPORATOR
The name and mailing address of the incorporator are as follows: Peter L.
Dunn, Korn/Ferry International, 1800 Century Park East, Suite 900, Los
Angeles, California 90067.
ARTICLE VI: BYLAWS
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 and repeal the Bylaws of the Corporation, subject to the
power of the stockholders of the Corporation to alter or repeal any bylaw
whether adopted by them or otherwise; provided, however, that the affirmative
vote of 66 and 2/3 percent of the voting power of the capital stock of the
Corporation entitled to vote thereon shall be required for stockholders to
adopt, amend, alter or repeal any provision of the Bylaws of the Corporation.
ARTICLE VII: ELECTION OF DIRECTORS
Unless and except to the extent that the Bylaws of the Corporation shall so
require, the election of directors of the Corporation need not be by written
ballot.
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ARTICLE VIII: NUMBER OF DIRECTORS
Except as otherwise provided for or fixed by or pursuant to the provisions
of Article IV of this Certificate of Incorporation or any resolution or
resolutions of the Board of Directors providing the issuance of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances,
the Board of Directors shall consist of not fewer than 8 nor more than 15
directors, the exact number of directors within such limits to be determined
solely by the Board of Directors in the manner set forth in the Bylaws of the
Corporation. The directors, other than those who may be elected by the holders
of Preferred Stock or any other class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation pursuant to the
terms of this Certificate of Incorporation or any resolution or resolutions
providing for the issuance of such class or series of stock adopted by the
Board of Directors, shall be divided into three classes, as nearly equal in
number as possible. The initial Class I, Class II and Class III Directors, or,
if applicable, their respective successors by reason of merger of the
Corporation with another corporation prior to the first annual meeting of the
stockholders following the filing of this Certificate of Incorporation, shall
serve for a term expiring at the first, second and third annual meetings of
the stockholders following the filing of this Certificate of Incorporation,
respectively. Each director in each of the initial classes of directors shall
hold office until his or her successor is duly elected and qualified. At each
annual meeting of the stockholders beginning with the first annual meeting of
the stockholders following the filing of this Certificate of Incorporation,
the successors of the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
the stockholders to be held in the third year following the year of their
election, with each director in each such class to hold office until his or
her successor is duly elected and qualified.
ARTICLE IX: DIRECTOR LIABILITY
A director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended. Any amendment, modification or
repeal of the foregoing sentence shall not adversely affect any right or
protection of a director of the Corporation hereunder in respect of any act or
omission occurring prior to the time of such amendment, modification or
repeal.
ARTICLE X: REMOVAL OF DIRECTORS
Any or all directors may be removed for cause if such removal is approved
by the holders of a majority of the outstanding shares entitled to vote at an
election of directors.
ARTICLE XI: RESERVATION OF RIGHTS BY THE CORPORATION
The Corporation hereby reserves the right at any time and from time to time
to amend, alter, change or repeal any provisions contained in this 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 or pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article XI.
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ARTICLE XII: MEETINGS OF THE STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders may be held
within or without the State of Delaware, as the Bylaws of the Corporation may
provide.
Section 2. Ability to Call Special Meetings. Special meetings of the
stockholders may be called only by the Board of Directors, the Chair of the
Board of Directors, the Chief Executive Officer or the President of the
Corporation, and may not be called by any other person or persons.
ARTICLE XIII: BOOKS OF THE CORPORATION
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.
ARTICLE XIV: ACTION BY WRITTEN CONSENT OF STOCKHOLDERS PROHIBITED
No action that is required or permitted to be taken by the stockholders of
the Corporation at any annual or special meeting of the stockholders may be
effected by written consent of the stockholders in lieu of a meeting of the
stockholders, unless the action to be effected by written consent of
stockholders and the taking of such action by such written consent have
expressly been approved in advance by the Board of Directors of the
Corporation. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least 66 and 2/3
percent in voting power of the then outstanding voting stock of the
Corporation, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article XIV.
The undersigned Incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is his act and deed on September 13, 1999.
/s/ Peter L. Dunn
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Peter L. Dunn
Incorporator
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