EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
FAIR, ISAAC AND COMPANY, INCORPORATED
(As amended effective February 9, 1996)
The undersigned, WILLIAM R. FAIR and EDWARD M. LEWIS, do hereby certify:
First: They are the duly elected and acting President and Secretary,
respectively, of FAIR, ISAAC AND COMPANY, INCORPORATED, a Delaware corporation
(the "Corporation").
Second: The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State on May 15, 1987.
Third: The Certificate of Incorporation of the Corporation is amended and
restated to read in full as follows:
1. The name of the corporation is FAIR, ISAAC AND COMPANY, INCORPORATED.
2. The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle 19801. The name
of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
4. (a) The total number of shares of all classes of stock which the
corporation shall have authority to issue is thirty-six million (36,000,000), of
which one million (1,000,000) shares shall be Preferred Stock of the par value
of $.01 per share, and thirty-five million (35,000,000) shares shall be Common
Stock of the par value of $.01 per share. The number of authorized shares of
Common Stock or Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) if the increase or decrease is
approved by the holders of a majority of the shares of Common Stock, without the
vote of the holders of the shares of Preferred Stock or any series thereof,
unless any such Preferred Stock holders are entitled to vote thereon pursuant to
the provisions established by the Board of Directors in the resolution or
resolutions providing for the issue of such Preferred Stock, and if such holders
of such Preferred Stock are so entitled to vote thereon, then, except as may
otherwise be set forth in this Certificate of Incorporation, the only
stockholder approval required shall be that of a majority of the
combined voting power of the Common and Preferred Stock so entitled to vote.
(b) The Board of Directors is expressly authorized to provide for the
issue, in one or more series, of all or any shares of the Preferred Stock and,
in the resolution or resolutions providing for such issue, to establish for each
such series the number of its shares, which may thereafter (unless forbidden in
the resolution or resolutions providing for such issue) be increased or
decreased (but not below the number of shares of the series then outstanding)
pursuant to a subsequent resolution of the Board of Directors, the voting
powers, full or limited, of the shares of such series, or that such shares shall
have no voting powers, and the designations, preferences and relative,
participating, optional or other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof. In furtherance of
the foregoing authority and not in limitation of it, the Board of Directors is
expressly authorized, in the resolution or resolutions providing for the issue
of a series of Preferred Stock, to make the shares of such series, without the
consent of the holders of such shares, convertible into or exchangeable for
shares of another class or classes of stock of the corporation or any series
thereof, or redeemable for cash, property or rights, including securities, all
on such conditions and on such terms as may be stated in such resolution or
resolutions, and to make any of the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of the shares of the
series dependent upon facts ascertainable outside this Certificate of
Incorporation.
(c) Holders of shares of Common Stock shall be entitled to receive such
dividends or distributions as are lawfully declared on the Common Stock; to have
notice of any authorized meeting of stockholders; to one vote for each share of
Common Stock on all matters that are properly submitted to a vote of such
stockholders; and, upon dissolutions of the corporation, to share ratably in the
assets thereof that may be available for distribution after satisfaction of
creditors and of the preferences, if any, of any shares of Preferred Stock.
5. In furtherance and not in limitation of the powers conferred by
statutes, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
6. (a) 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 for liability (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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
(b) Each director or officer of the corporation who was or is made a party
or is threatened to be made a party to or is in any way involved in any
threatened, pending or completed action, suit or proceeding, whether civil
criminal, administrative or investigative (including without limitation any
action, suit or proceeding brought by or in the right of the corporation to
procure a judgment in its favor) (hereinafter a "proceeding"), including any
appeal therefrom, by reason of the fact that he or she, or a person of whom he
or she is the legal representative, is or was a director or officer of the
corporation or of a subsidiary of the corporation, or is or was serving at the
request of the corporation as a director or officer of another entity or
enterprise, or was a director or officer for a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another entity or
enterprise at the request of such predecessor corporation, or by reason of
anything done or not done in such capacity, shall be indemnified and held
harmless by the corporation, and the corporation shall advance all expenses
incurred by any such person in connection with any such proceeding prior to its
final determination, to the fullest extent authorized by the Delaware General
Corporation Law. In any proceeding against the corporation to enforce these
rights, such person shall be presumed to be entitled to indemnification and the
corporation shall have the burden of proof to overcome that presumption. The
rights to indemnification and advancement of expenses conferred by this Article
shall be presumed to have been relied upon by directors and officers of the
corporation in serving or continuing to serve the corporation and shall be
enforceable as contract rights. Said rights shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled. The
corporation may, upon written demand presented by a director or officer of the
corporation or of a subsidiary of the corporation, or by a person serving at the
request of the corporation as a director or officer of another entity or
enterprise, enter into contracts to provide such persons with specific rights to
indemnification, which contracts may confer rights and protections to the
maximum extent permitted by the Delaware General Corporation Law. The
corporation may create trust funds, grant security interests, obtain letters of
credit, or use other means to ensure payment of such amounts as may be necessary
to perform the obligations provided for in this Article 6 or in any such
contract.
(c) Any repeal or modification of the foregoing provisions of this
Article 6, including without limitation any contractual rights arising under or
authorized by it, by the stockholders of the corporation shall not adversely
affect any right or protection of a director or officer of the corporation
existing at the time of such repeal or modification.
(d) In addition to any vote of the holders of any class or series of
the stock of this corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at least 66-2/3% of the
voting power of all of the then-outstanding shares of the stock of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal this Article."
Fourth: The foregoing amendment and restatement of Certificate of
Incorporation has been approved by the Board of Directors of the Corporation.
Fifth: The foregoing amendment and restatement of Certificate of
Incorporation was approved by written consent of the holder of the outstanding
shares of Common Stock of the Corporation, in accordance with Sections 228, 242,
and 245 of the Delaware General Corporation Law.
Sixth: At all elections of the directors of the corporation, each
stockholder shall be entitled to one vote per share entitled to vote multiplied
by the number of directors to be elected, and the stockholder may cast all of
such votes for a single candidate or may distribute them among the number of
directors to be voted for, or for any two or more of them as the stockholder may
see fit; provided, however, that no stockholder shall be entitled so to cumulate
votes unless such candidate or candidates' names have been placed in nomination
prior to the voting and the stockholder has given notice at the meeting prior to
the voting of the stockholders intention to cumulate votes. If any one
stockholder has given such notice, all stockholders may cumulate their votes for
candidates in nomination.