EXHIBIT 4.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE BISYS GROUP, INC.
The name under which the Corporation was originally incorporated was BIS
ACQUISITION CORP. and the date of filing of the Corporation's original
certificate of incorporation with the Secretary of State was August 11, 1989.
This document amends and restates as set forth:
FIRST: The name of the Corporation is
THE BISYS GROUP, INC.
SECOND: The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of new castle.
The name of the Corporation's registered agent as such address is Corporation
Service Company.
THIRD: The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the
Delaware general Corporation Law.
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 80,000,000 shares, consisting of 80,000,000 shares of
Common Stock $.02 par value (the "Common Stock").
The following is a statement of the designations, and the powers, preferences
and rights, and the qualification, limitations or restrictions thereof, in
respect of each class of stock of the Corporation:
I.
COMMON STOCK
All shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges.
1. Dividends
When and as dividends are declared upon the Common Stock, whether payable in
cash, in property or in shares of stock of the Corporation, the holders of
Common Stock shall be entitled to share equally, share for share, in such
dividends.
2. Voting Rights
Each holder of Common Stock shall be entitled to one vote per share.
II.
OTHER PROVISIONS
No holder of any of the shares of any class or series of stock or of options,
warrants or other rights to purchase shares of any class or series of stock or
of other securities of the Corporation shall have any preemptive rights to
purchase or subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason of any increase
of the authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures or other securities convertible
into or exchangeable for stock of the Corporation of any class or series, but
any such unissued stock, additional authorized issue of shares of any class or
series of stock or securities convertible into or exchangeable for stock, or
carrying any right to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations or
associations, whether such holders or others, and upon such terms as may be
deemed advisable by the Board of Directors in the exercise of its sole
discretion.
FIFTH: In furtherance and not in limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors of the Corporation is expressly
authorized and empowered to make, alter or repeal the By-laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board of Directors.
SIXTH: The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provisions contained in this Certificate of
Incorporation; and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.
SEVENTH: No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the liability
of a director (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 175 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived any improper personal benefit.
EIGHTH: That the said Amended and Restated Certificate of Incorporation has been
consented to and authorized by a vote of the majority of the outstanding shares
of Common Stock at the Annual Meeting of the Stockholders on November 14, 1995
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
NINTH: That the aforesaid Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the applicable provisions of Sections 245 and
242 of the General Corporation Law of the State of Delaware. This document
amends and restates.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by
Lynn J. Mangum, its Chairman of the Board, and attested by Catherine T. Dwyer,
its Secretary, this 8th day of February, 1996.
/s/ Lynn J. Mangum
------------------------------------
Lynn J. Mangum, Chairman
Attested by: /s/ Catherine T. Dwyer
---------------------------------
Catherine T. Dwyer, Secretary
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE BISYS GROUP, INC.
The BISYS Group, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:
FIRST: That by unanimous written consent in lieu of a meeting, the Board
of Directors of the Company duly adopted resolutions setting forth a proposed
amendment to the Amended and Restated Certificate of Incorporation of the
Company, declaring said amendment to be advisable and directing that the
proposed amendment be submitted to the stockholders of the Company for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that it is advisable that the Amended and Restated
Certificate of Incorporation of the Company be amended to increase
the number of authorized shares of capital stock of the Company from
80,000,000 shares of common stock, $.02 par value, to 160,000,000
shares of common stock, $.02 par value, by amending the first
sentence of Article Fourth of the Amended and Restated Certificate
of Incorporation to read in its entirety as follows:
"The total number of shares of stock which the Corporation
shall have authority to issue is 160,000,000 shares consisting of
160,000,000 shares of Common Stock, $.02 par value (the "Common
Stock")."
FURTHER RESOLVED, that said amendment to the Amended and
Restated Certificate of Incorporation is
hereby authorized, adopted and approved, and it is hereby directed
that said amendment be submitted for consideration by stockholders
of the Company at the next Annual Meeting of Stockholders of the
Company.
FURTHER RESOLVED, that upon approval of said amendment to the
Amended and Restated Certificate of Incorporation by the
stockholders of the Company in the manner prescribed by applicable
law, the Designated Officers are severally authorized, empowered and
directed to file with the Secretary of State of Delaware a
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company with respect to said amendment.
FURTHER RESOLVED, that "Designated Officer" means the
President, any Executive Vice President, the Treasurer, the
Secretary, or any Assistant Secretary.
SECOND: That thereafter, the proposed amendment was submitted to the
stockholders of the Company for consideration at the annual meeting of
stockholders of the Company, duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company shall not be reduced by reason
of said amendment.
IN WITNESS WHEREOF, The BISYS Group, Inc. has caused this Certificate
to be duly executed on this 16th day of November, 2000.
THE BISYS GROUP, INC.
By: /s/ Lynn J. Mangum
-------------------------------
Lynn J. Mangum
Chairman of the Board,
President and
Chief Executive Officer
CERTIFICATE OF AMENDEMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE BISYS GROUP, INC.
The BISYS Group, Inc. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company")
DOES HEREBY CERTIFY:
FIRST: That by unanimous action taken at a regular meeting, the Board
of Directors of the Company duly adopted resolutions setting forth a proposed
amendment to the Amended and Restated Certificate of Incorporation of the
Company, declaring said amendment to be advisable and directing that the
proposed amendment be submitted to the stockholders of the Company for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that it is advisable that the Amended and Restated
Certificate of Incorporation of the Company be amended to
increase the number of authorized shares of capital stock of
the Company from 160,000,000 shares of common stock, $.02 par
value to 320,000,000 shares of common stock, $.02 par value,
by amending the first sentence of Article Fourth of the
Amended and Restated Certificate of Incorporation to read in
its entirety as follows:
"The total number of shares of stock which the Corporation
shall have authority to issue is 320,000,000 shares consisting
of 320,000,000 shares of Common Stock, $.02 par value (the
"Common Stock").
FURTHER RESOLVED, that said amendment to the Amended and
Restated Certificate of Incorporation is hereby authorized,
adopted and approved, and it is hereby directed that said
amendment be submitted for consideration by stockholders of
the Company at the next Annual Meeting of Stockholders of the
Company.
FURTHER RESOLVED, that upon approval of said amendment to the
Amended and Restated Certificate of Incorporation by the
stockholders of the Company in the manner prescribed by
applicable law, the Designated Officers are severally
authorized, empowered and directed to file with the Secretary
of State of Delaware a Certificate of Amendment to the Amended
and Restated Certificate of Incorporation of the Company with
respect to said amendment.
FURTHER RESOLVED, that "Designated Officer" means the
President, any Executive Vice President, the Treasurer, the
Secretary, or any Assistant Secretary.
SECOND: That thereafter, the proposed amendment was submitted to the
stockholders of the Company for consideration at the annual meeting of
stockholders of the Company, duly called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the Company shall not be reduced by reason
of said amendment.
IN WITNESS WHEREOF, The Bisys Group, Inc., has caused this Certificate to be
duly executed on this 6th day of December 2001.
THE BISYS GROUP, INC.
By: Dennis R. Sheehan
---------------------------------------
Dennis R. Sheehan
President and Chief Operating Officer