EXHIBIT 3.2
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
INTERNATIONAL NETWORK SERVICES
John L. Drew and Kevin J. Laughlin hereby certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of International Network Services, a California corporation (the
"Corporation" or the "Company").
2. The Articles of Incorporation of this Corporation are hereby amended
and restated to read as follows:
"I.
The name of the Corporation is International Network Services.
II.
The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III.
A. This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is eighty million
(80,000,000) shares, seventy-five million (75,000,000) shares of which shall be
Common Stock (the "Common Stock") and five million (5,000,000) shares of which
shall be Preferred Stock.
B. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to determine the designation of
any series, to establish the number of shares of any series of the undesignated
Preferred Stock, and to fix the powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof,
and, within the limits and restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares constituting
any series of the undesignated Preferred Stock, to increase or decrease (but not
below the number of shares of any such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series. In
case the number of shares of any series shall be so decreased, 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.
IV.
A. The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
B. The Corporation is authorized, to the fullest extent permissible under
California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, for
breach of duty to the Corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such' matters as they are incurred. If, after the effective
date of this Article, California law is amended in a manner which permits a
corporation to limit the monetary or other liability of its agents or to
authorize indemnification of, or advancement of such defense expenses to, its
agents or other persons, in any such case to a greater extent than is permitted
on such effective date, the references in this Article to "California law" shall
to that extent be deemed to refer to California law as so amended.
C. Any repeal or modification of this Article shall only be prospective
and shall not effect the rights under this Article in effect at the time of the
alleged occurrence of any action or omission to act giving rise to liability.
V.
A. No Cumulative Voting. There shall be no right with respect to shares
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of the Corporation to cumulate votes in the election of a director in the event
that this corporation becomes a "listed corporation" within the meaning of
Section 301.5 of the California Corporations Code ("Section 301.5"). Section
301.5 defines a "listed corporation" as either of the following: (i) a
corporation with outstanding shares listed on the New York Stock Exchange or the
American Stock Exchange and (ii) a corporation with outstanding securities
designated for trading as a national market security on the National Association
of Securities Dealers Automatic Quotation System (or any successor national
market system) if the corporation has at least 800 holders of its equity
securities as of the record date of the corporation's most recent annual meeting
of shareholders. For purposes of determining the number of holders of a
corporation's equity securities under Section 301.5, there shall be included, in
addition to the number of record holders reflected on the corporation's stock
records, the number of holders of the equity securities held in the name of any
nominee holder which furnishes the corporation with a certification as required
by Section 301.5, provided the corporation retains the certification with the
record of shareholders and makes the certification available for inspection and
copying as specified in Section 301.5.
B. No Written Consent. Any action required or permitted to be taken by
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the shareholders of the Corporation must be effected at a duly called annual or
special meeting of shareholders of the Corporation and may not be effected by
any consent in writing by the shareholders."
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3. The foregoing amendment and restatement of the articles of
incorporation has been duly approved by the Board of Directors of this
Corporation.
4. The foregoing amendment and restatement of the articles of
incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the California Corporations Code. The
Corporation has two classes of stock outstanding and such classes of stock are
entitled to vote with respect to the amendment herein set forth. The total
number of outstanding shares of Common Stock of the Corporation is 28,117,974.
The total number of outstanding shares of Series A Preferred of the Corporation
is 2,848,000. The total number of outstanding shares of Series B Preferred of
the Corporation is 6,848,922. The total number of outstanding shares of Series
C Preferred Stock is 7,037,967. The number of shares voting in favor of the
amendment equaled or exceeded the vote required, such required vote being a
majority of the outstanding shares of Common Stock and Series Preferred voting
together as a single class, a majority of the outstanding Series Preferred
voting together as a single class, a majority of the outstanding shares of
Series B and Series C Preferred voting together as a single class, and two-
thirds of the outstanding shares of Series B Preferred voting as a separate
class.
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We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at Sunnyvale, California on August __, 1996.
_____________________________________
John L. Drew, President
_____________________________________
Kevin J. Laughlin, Secretary
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