1
EXHIBIT 3.1(b)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CHARTER COMMUNICATIONS, INC.,
A DELAWARE CORPORATION
Charter Communications, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. That Paragraph (a) of Article THIRD of the Restated Certificate of
Incorporation of this corporation is amended to read in full as follows:
"(a) CORPORATE PURPOSE. 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 the State of Delaware (the "GCL"); (i)
provided, however, that until all outstanding shares of Class B Common
Stock of the Corporation (as hereinafter defined) have been converted into
shares of Class A Common Stock of the Corporation (as hereinafter defined)
in accordance with Clause (b)(viii) of Article Fourth of this Certificate
of Incorporation, the Corporation shall not engage directly or indirectly,
including without limitation through any Subsidiary, in any business other
than (A) the cable transmission business, (B) as a member or shareholder
of, and subscriber to, the portal joint venture with Broadband Partners,
(C) as an owner and operator of the business of Interactive Broadcaster
Services Corporation, a California corporation ("IBSC"), which shall
include solely the ownership of its assets and continuation of its business
substantially as owned and conducted at the effective time of the merger of
this Corporation with IBSC, (D) as a member of and service provider to the
joint venture for the development of a licensable reference design for a
cable set-top box with functionalities of a video cassette recorder and a
personal video recorder, (E) as a member of Cable Sports Southeast, LLC, a
Delaware limited liability company ("Cable Sports"), so long as Cable
Sports continues to conduct substantially the same business conducted by it
on October 24, 2000, and (F) as a shareholder of High Speed Access Corp., a
Delaware corporation ("HSA"), so long as HSA continues to conduct
substantially the same business as conducted by it at the time of the
consummation of the transactions contemplated by the Stock Purchase
Agreement dated as of October 19, 2000 among the Corporation, HSA and
Vulcan Ventures Incorporated, as it may be amended from time to time; and
(ii) provided further, that to the extent that, as of the date of the
closing of the initial registered public offering of shares of Class A
Common Stock on Form S-1 (the "IPO Date"), the Corporation was directly or
indirectly engaged in or had agreed to acquire directly or indirectly any
business other than a cable transmission business or as a member of, and
subscriber to, the portal joint venture with Broadband Partners (any such
other business, an "Incidental Business," and collectively, "Incidental
Businesses") so long as (A) such Incidental Businesses so engaged in by the
Corporation on the IPO Date in the aggregate on such date accounted for
less than ten percent (10%) of the consolidated revenues of the total
business engaged in by the Corporation or (B) such Incidental Businesses
which on the IPO Date the Corporation had agreed to acquire in the
aggregate on such date accounted for less than ten percent (10%) of the
consolidated revenues of the total businesses to be acquired, as
applicable, the Corporation may, directly or indirectly, including through
any Subsidiary, continue to conduct any such Incidental Business and the
foregoing limitation on the business and purpose of the Corporation shall
not require that any such Incidental Business be divested by the
Corporation, but the Corporation shall not, directly or indirectly, expand
any such Incidental Business by means of any acquisition or any commitment
of the Corporation's or any Subsidiary's resources or financial support.
"Cable transmission business" means the transmission of video, audio
(including telephony) and data over cable television systems owned,
operated or managed by the Corporation or any Subsidiary; provided, that,
the businesses of RCN Corporation and its subsidiaries shall not be deemed
to be a cable transmission business. "Subsidiary" means any corporation,
limited
2
liability company, partnership, association, joint venture or other
business entity of which (i) if a corporation, ten percent (10%) or more of
the total voting power of shares of stock entitled to vote in the election
of directors thereof or ten percent (10%) or more of the value of the
equity interests is at the time owned or controlled, directly or
indirectly, by the Corporation or one or more of its Subsidiaries, or (ii)
if a limited liability company, partnership, association or other business
entity, ten percent (10%) or more of the partnership or other similar
ownership interests thereof is at the time owned or controlled, directly or
indirectly, by the Corporation or one or more of its Subsidiaries. The
Corporation shall be deemed to have a ten percent (10%) or greater
ownership interest in a limited liability company, partnership, association
or other business entity gains or losses or shall be or control the person
managing such limited liability company, partnership, association or other
business entity."
2. Said Amendment has been duly adopted in accordance with the provisions
of Section 242 of the Delaware General Corporation Law, by approval of the Board
of Directors of the corporation and by the affirmative vote of the holders of at
least a majority of the outstanding Class B Common Stock entitled to vote
thereon.
IN WITNESS WHEREOF, CHARTER COMMUNICATIONS, INC. has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by its Sr.
Vice Pres. this 24th day of October, 2000.
CHARTER COMMUNICATIONS, INC.
By: /s/ CURTIS S. SHAW
------------------------------------
Name: Curtis S. Shaw
Title: Sr. Vice President