AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ICT GROUP, INC.
1. The name of the corporation is ICT Group, Inc.
2. The address of this corporation's current registered office
in this Commonwealth is (the Department is hereby authorized
to correct the following information to conform to the
records of the Department): 800 Town Center Drive,
Langhorne, Pennsylvania, 19047, Bucks County.
3. The corporation was incorporated under the provisions of the Business
Corporation Law, Act of May 5, 1933, as amended, and shall have
unlimited power to engage in and to do all lawful acts concerning any
or all lawful business for which corporations may be incorporated under
the Business Corporation Law, including, without limitation, providing
telemarketing and call center teleservices.
4. The date of incorporation is March 20, 1987.
5 The aggregate number of shares which the corporation shall have
authority to issue is Forty Five Million (45,000,000) of which Forty
Million (40,000,000) shares of the par value of $.01 per share shall be
Common Stock and Five Million (5,000,000) shares of the par value of
$.01 per share shall be Preferred Stock. The Board of Directors may
authorize the issuance from time to time of Preferred Stock in one or
more series and with designations, preferences, qualifications,
limitations, restrictions and special or relative rights (which may
differ with respect to each series) as the Board may fix by resolution.
Without limiting the foregoing, the Board of Directors is authorized to
fix with respect to each series:
(a) the number of shares which shall constitute the
series and the name of the series;
(b) the rate and times at which, and the preferences and
conditions under which, dividends shall be payable on
shares of the series, and the status of such
dividends as cumulative or non-cumulative and as
participating or non-participating;
(c) the prices, times and terms, if any, at or upon
which shares of the series shall be subject to
redemption;
(d) the rights, if any, of holders of shares of the
series to convert such shares into, or to exchange
such shares for, shares of any other class of stock
of the corporation;
(e) the rights and preferences, if any, of the holders
of shares of the series upon any liquidation,
dissolution or winding up of the affairs of, or
upon any distribution of the assets of, the
corporation;
(f) the limitations, if any, applicable while such series
is outstanding, on the payment of dividends or making
of distributions on, or the acquisition of, the
common stock of any other class of stock which does
not rank senior to the shares of the series; and
(g) the voting rights, if any, to be provided for
shares of the series.
6. Subchapters E (Sections 2541-2548), G (2561-2568), H (2571- 2576) and
Section 2538 of Subchapter D, all of Chapter 25 of the Business
Corporation Law of 1988, as amended, shall not be applicable to the
corporation.
7. Subchapter F (Section 2551-2556) of Chapter 25 of the
Business Corporation Law of 1988, as amended, shall be
applicable to the corporation.
8. The term of the corporation's existence is perpetual.
9. Any action required or permitted to be taken by the
shareholders of the corporation at any annual or special
meeting of shareholders of the corporation must be effected
at a duly called annual or special meeting of shareholders
any may not be taken or effected by a written consent of
shareholders in lieu thereof. Special meetings of the
shareholders may be called only by the Chairman of the Board
of Directors, the President or a majority of the Board of
Directors of the corporation, and the business to be
conducted at any special meeting of shareholders shall be
limited to the business set forth in the notice of the
meeting.
10. The directors shall be divided into three classes, Class I, Class II
and Class III with respect to their terms of office. All classes shall
be as nearly equal in number as reasonably possible. Subject to such
limitations, when the number of Directors is changed, any newly-created
directorship or any decrease in directorships shall be apportioned
among the classes by action of the Board of
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Directors. The terms of office of one class shall expire each year.
11. The shareholders of the corporation shall not have the right
to cumulate their votes for the election of directors of the
corporation.
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