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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
EURONET SERVICES INC.
FIRST: The name of the corporation (the "Corporation") is:
Euronet Services Inc.
SECOND: (a) The address of the registered office of
the Corporation in Delaware is:
Corporation Trust Center 1209 Orange
Street City of Wilmington, County of New
Castle Delaware 19801
(b) The name of the Corporation's registered agent at the
address of its registered office is:
The Corporation Trust Company
THIRD: The purpose of the Corporation is to engage in, promote and carry on
any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is Forty Million
Shares (40,000,000) shares consisting of:
1. Ten Million (10,000,000) shares of preferred stock, par value
one cent ($.01) per share (the "Preferred Stock");
2. Thirty Million (30,000,000) shares of common stock, with a par
value of one cent ($.01) per share ("Common Shares");
(b) The Board of Directors is hereby expressly authorized, subject to
any limitations prescribed by law, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware
(such certificate being hereinafter referred to as a "Preferred
Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each
such series and any qualifications, limitations or restrictions
thereof. The number of authorized shares of the Preferred Stock
may be increased or decreased (but not below the number of shares
thereof then
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outstanding) by the affirmative vote of the holders of
two-thirds (2/3) of the outstanding Common Stock, without a
vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required
pursuant to the terms of any Preferred Stock Designation.
FIFTH: The powers of the Incorporator are to terminate upon the election of
the first Board of Directors. The name and address of the Incorporator
are as follows:
Jeffrey B. Newman
c\o Arent Fox
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
SIXTH: The Corporation shall be managed by the Board of Directors, which shall
exercise all powers conferred under the laws of the state of Delaware.
The number of directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors.
The directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided into three classes,
as nearly equal in number as reasonably possible, with the term of
office of the first class to expire at the conclusion of the first
annual meeting of stockholders, the term of office of the second class
to expire at the conclusion of the annual meeting of stockholders one
year thereafter and the term of office of the third class to expire at
the conclusion of the annual meeting of stockholders two years
thereafter, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and
qualified.
Notwithstanding any contained in this Certificate of Incorporation or
the Bylaws of the Corporation to the contrary, the affirmative vote of
the holders of at least 80% of the combined voting power of the then
outstanding shares of stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single
class, shall be required to alter, amend, adopt any provision
inconsistent with or repeal this Article SIXTH.
SEVENTH: The provisions for the regulation of the internal affairs of the
Corporation shall be stated in the Corporation's Bylaws, as they may
be amended from time to time. The Board of Directors shall be
authorized to adopt, amend or repeal the Bylaws.
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EIGHTH: The Corporation shall indemnify each of the individuals who may be
indemnified to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as it may be
amended from time to time ("Section 145"), (i) in each and every
situation where the Corporation is obligated to make such
indemnification pursuant to Section 145, and (ii) in each and every
situation where, under Section 145, the Corporation is not obligated,
but is permitted or empowered, to make such indemnification. The
Corporation shall promptly make or cause to be made any determination
which Section 145 requires.
NINTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision 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 it stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived any
improper personal benefit. If the General Corporation Law of the
State of Delaware is subsequently amended to further eliminate or
limit the liability of the director, then a director of the
Corporation, in addition to the circumstances in which a director is
not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by the amended General
Corporation Law of the State of Delaware.
TENTH: The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation.
By executing this Certificate of Incorporation, I hereby declare and
certify that this is my act and deed and the facts stated in this Certificate
of Incorporation are true.
Dated: December 13, 1996 _______________________________
Jeffrey B. Newman
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