EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
NTN CANADA, INC.
(As restated to include all amendments thru September 30, 1994)
FIRST: The name of the corporation is NTN CANADA, INC.
SECOND: The corporation is formed for the purpose of engaging
in any lawful act or activity for which corporations may be organized pursuant
to Article 4 of the Business Corporation Law in the State of New York. The
corporation will not engage in any act or activity requiring the consent or
approval of any state official, department, board, agency or other body without
such consent or approval first having been obtained.
In furtherance of the corporate purposes, the corporation
shall have all of the powers conferred upon corporations organized under the
Business Corporation Law, subject to any limitations thereof contained in this
certificate of incorporation or in the laws of the State of New York.
THIRD: The office of the corporation is to be located in the
County of Suffolk, State of New York.
FOURTH: The aggregate number of shares which this corporation
shall have authority to issue is Twenty-One Million Five Hundred Thousand
(21,500,000) shares, of which one million five hundred thousand (1,500,000)
shares will be preferred shares having a par value of $.01 per share, and twenty
million (20,000,000) shares having a par value of $.07 per share will be common
shares. With respect to the preferred shares, the Board of Directors shall have
the authority to cause the issuance, from time to time, of preferred shares in
one or more series, for any proper purpose without further shareholder approval.
Each series of preferred shares will be distinctly titled and will consist of
the number of shares designated by the Board of Directors. The Board of
Directors is expressly vested with the right to determine, with respect to the
preferred shares and each series thereof, the following: (a) Whether such shares
shall be granted voting rights, and, if so, to what extent, and upon what terms
and conditions; (b) The rates and times at which, and the terms and conditions
on which, dividends on such shares shall be paid and any dividend rights of
cumulation; (c) Whether such shares shall be granted conversion rights, and, if
so, upon what terms and conditions; (d) Whether the corporation shall have the
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right to redeem such shares, and, if so, upon what terms and conditions; (e) The
liquidation rights (if any) of such shares, including whether such shares shall
enjoy any liquidation preferences; and (f) Such other designations, preferences,
relative rights and limitations (if any) attaching to such shares.
FIFTH: The Secretary of State is designated as the agent of
the corporation upon whom process against the corporation may be served. The
post office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is:
TRIOSEARCH, Inc. c/o Moritt & Wolfeld, 600 Old Country Road, Garden City, New
York 11530.
SIXTH: The duration of the corporation is to be perpetual.
SEVENTH: The following provisions are inserted for the
regulation and conduct of the affairs of the corporation, and it is expressly
provided that they are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(a) Meetings of the shareholders or directors of the
corporation for all purposes may be held at its office or elsewhere
within or without the State of New York, at such place or places as may
from time to time be designated in the by-laws, or by unanimous
resolution of the board of directors.
(b) All corporate powers except those which by-law expressly
require the consent of the stockholders shall be exercised by the board
of directors.
(c) The board of directors shall have the power from time to
time to fix and determine and vary the amount of the working capital of
the corporation, and to direct and determine the use and disposition of
any surplus or net profits over and above its capital, and in its
discretion, the board of directors may use and apply any such surplus
or accumulated profits in purchasing or acquiring bonds or other
obligations of the corporation or its own capital shares, to such
extent and in such manner and upon such terms as the board of directors
shall deem expedient, but any such capitals shares so purchased or
acquired may be resold unless such shares shall have been retired in
the manner provided by law for the purpose of decreasing the
corporation's capital.
(d) Any one or more or all of the directors may be removed for
or without cause, at any time, by the vote of the shareholders holding
a majority of the shares of the corporation entitled to vote at any
special meeting, and thereupon the term of such director or directors
who shall have been so removed shall forthwith terminate, and there
shall be a vacancy or vacancies in the board of directors to be filled
as provided in the by-laws.
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(e) Subject always to the by-laws made by the shareholders,
the board of directors may make by-laws and from time to time may
alter, amend, or repeal any by-laws, but any by-laws made by the board
of directors may be altered or repealed by the shareholders.
(f) Any one or more members of the Board of Directors of the
corporation or of any committee thereof may participate in a meeting of
said Board or of any such committee by means of a conference telephone
or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.
EIGHTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase or otherwise acquire shares of any class of
the corporation; and any and all of such shares, bonds, securities, or
obligations of the corporation, which now or are hereafter authorized or
created, may be issued, or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations
and associations, and for such lawful consideration, and on such terms as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder. Without limiting the generality of the
foregoing stated denial of any and all preemptive rights, no holder of shares of
any class of the corporation shall have any preemptive rights in respect of the
matters, proceedings, or transaction specified in paragraphs (1) to (6)
inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.
NINTH: Except as may otherwise be specifically provided in
this certificate of incorporation, no provision of this certificate of
incorporation is intended by the corporation to be construed as limiting,
prohibiting, denying, or abrogating any of the general or specific powers or
rights conferred under the Business Corporation Law upon the corporation, upon
its shareholders, bondholders, and security holders, and upon its directors,
officers, and other corporate personnel, including, in particular, the power of
the corporation to furnish indemnification to directors and officers in the
capacities defined and prescribed by the Business Corporation Law and the
defined and prescribed rights of said persons to indemnification as the same are
conferred by the Business Corporation Law.
TENTH: No director of this corporation shall be personally
liable to the corporation or any of its shareholders for damages for any breach
of duty in such capacity except if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of the law, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated Section 719 of the New York
Business Corporation Law.
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