1
EXHIBIT 3.1
AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ADVANTAGE LEARNING SYSTEMS, INC.
Pursuant to and in accordance with Section 180.1003 of the Wisconsin
Statutes, the following amendment to the Amended and Restated Articles of
Incorporation was duly adopted by unanimous consent on September 1, 2000 by the
Board of Directors and by the vote required on April 18, 2001 by the
shareholders of Advantage Learning Systems, Inc. (the "Company"):
Article I of the Company's Amended and Restated Articles of
Incorporation is hereby amended to read as follows:
"ARTICLE I
The name of the Corporation is Renaissance Learning, Inc."
Executed in duplicate as of this 18th day of April, 2001.
Advantage Learning Systems, Inc.
By: /s/ Steven A. Schmidt
-------------------------------------
Steven A. Schmidt, Vice President,
Chief Financial Officer and Secretary
This instrument was drafted by
and should be returned to:
Pamela M. Krill, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(608) 284-2278
2
AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
ADVANTAGE LEARNING SYSTEMS, INC.
Pursuant to and in accordance with Section 180.1003 of the Wisconsin
Statutes, the following amendment to the Amended and Restated Articles of
Incorporation was duly adopted by the vote required on February 18, 1999 by the
Board of Directors and April 14, 1999 by the shareholders of Advantage Learning
Systems, Inc.:
BE IT RESOLVED, that the first paragraph of Article
IV of the Amended and Restated Articles of Incorporation of
Advantage Learning Systems, Inc. be, and hereby is, amended to
read as follows:
ARTICLE IV
The aggregate number of shares which the Corporation
shall have the authority to issue, the designation of each
class of shares, the authorized number of shares of each class
and the par value thereof per share shall be as follows:
Designation Par Value Authorized
of Class per Share Number of Shares
-------- --------- ----------------
Common Stock $.01 150,000,000
Preferred Stock $.01 5,000,000
BE IT FURTHER RESOLVED, except as set forth above,
Article IV shall remain in full force and effect without
further amendment or modification.
Executed in duplicate as of the 26th day of April, 1999.
ADVANTAGE LEARNING SYSTEMS, INC.
By: /s/ Michael H. Baum, CEO
------------------------------
(Title)
This instrument was drafted by:
Renee Hardt Torr, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
3
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ADVANTAGE LEARNING SYSTEMS, INC.
These amended and restated Articles of Incorporation supersede
and replace the heretofore existing Articles of Incorporation of Advantage
Learning Systems, Inc., as amended, a corporation organized under Chapter 180 of
the Wisconsin Statutes:
ARTICLE I
The name of the Corporation is Advantage Learning Systems,
Inc.
ARTICLE II
The period of existence of the Corporation shall be perpetual.
ARTICLE III
The Corporation is authorized to engage in any lawful activity
for which corporations may be organized under Chapter 180 of the Wisconsin
Statutes and any successor provisions.
ARTICLE IV
The aggregate number of shares which the Corporation shall
have the authority to issue, the designation of each class of shares, the
authorized number of shares of each class and the par value thereof per share
shall be as follows:
Designation Par Value Authorized
of Class Per Share Number of Shares
---------- --------- ----------------
Common Stock............................. $.01 50,000,000
Preferred Stock.......................... $.01 5,000,000
The preferences, limitations and relative rights of shares of
each class and the authority of the Board of Directors of the Corporation to
create and to designate series of Preferred Stock and to determine the
preferences, limitations and relative rights as between series shall be as
follows:
4
A. Common Stock.
1. Voting. Except as otherwise provided by law and
except as may be determined by the Board of Directors of the
Corporation with respect to shares of Preferred Stock as provided in
Section B, below, only the holders of shares of Common Stock shall be
entitled to vote for the election of directors of the Corporation and
for all other corporate purposes. Except as otherwise provided by law,
upon any such vote, each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held of record by such
shareholder.
2. Dividends. Subject to the provisions of paragraph
(2) of Section B, below, the holders of Common Stock shall be entitled
to receive such dividends as may be declared thereon from time to time
by the Board of Directors of the Corporation, in its discretion, out of
any funds of the Corporation at the time legally available for payment
of dividends.
3. Liquidation. In the event of the voluntary or
involuntary dissolution, liquidation or winding up of the Corporation,
after there have been paid to or set aside for the holders of shares of
Preferred Stock the full preferential amounts, if any, to which they
are entitled as provided in paragraph (3) of Section B, below, the
holders of outstanding shares of Common Stock shall be entitled to
share ratably, according to the number of shares held by each, in the
remaining assets of the Corporation available for distribution.
B. Preferred Stock.
1. Series and Variations Between Series. The Board of
Directors of the Corporation is authorized, to the full extent
permitted under the Wisconsin Business Corporation Law and the
provisions of this Section B, to provide for the issuance of the
Preferred Stock in one or more series, each of such series to be
distinctively designated, and to have such voting rights, redemption or
conversion rights, dividend or distribution rights, preferences with
respect to dividends or distributions, or other preferences,
limitations or relative rights as shall be provided by the Board of
Directors of the Corporation consistent with the provisions of this
Article IV. The Board of Directors of the Corporation, unless otherwise
provided when the series is established, may increase or decrease the
number of shares of any series, provided that the number of shares of
any series shall not be reduced below the number of shares then
outstanding.
2. Dividends. Before any dividends (other than a
dividend payable solely in Common Stock) shall be paid or set apart for
payment upon shares of Common Stock, the holders of each series of
Preferred Stock shall be entitled to receive dividends at the rate
(which may be fixed or variable) and at such times as specified in the
particular series, if any. The holders of shares of Preferred Stock
shall have no rights to participate with the holders of shares of
Common Stock in any dividends in excess of the preferential dividends,
if any, fixed for such Preferred Stock.
3. Liquidation. In the event of liquidation,
dissolution or winding up (whether voluntary or involuntary) of the
Corporation, the holders of shares of Preferred Stock shall be entitled
to be paid the full amount payable on such shares upon the liquidation,
dissolution or winding up of the Corporation fixed by the Board of
Directors with respect to such shares, if any, before any amount shall
be paid to the holders of the Common Stock.
ARTICLE V
No holder of any shares of the Corporation shall have any
pre-emptive or subscription rights nor be entitled, as of right, to purchase or
subscribe for any part of the unissued shares of the Corporation or of any
additional shares issued by reason of any increase of authorized shares of the
Corporation or other securities whether or not convertible into shares of the
Corporation.
ARTICLE VI
A dividend payable in shares of any class or series of the
Corporation may be paid in shares of any other class or series.
5
ARTICLE VII
The address of the initial registered office of the
Corporation is 44 East Mifflin Street, Madison, Wisconsin 53703. The name of its
initial registered agent at such address is CT Corporation System.
ARTICLE VIII
The number of directors (exclusive of directors, if any,
elected by the holders of one or more series of Preferred Stock established
pursuant to Article IV of these Articles of Incorporation) shall not be less
than one (1) nor more than fifteen (15) directors, the exact number of directors
to be determined from time to time by resolution adopted by the affirmative vote
of a majority of the entire Board of Directors then in office.
The term of office of each director shall be one year. A
director shall hold office until the next annual meeting following his or her
election and until his or her successor shall be elected and shall qualify. Any
newly created directorship resulting from an increase in the number of directors
and any other vacancy on the Board of Directors, however caused, shall be filled
by the vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. Any director so elected to fill any
vacancy in the Board of Directors, including a vacancy created by an increase in
the number of directors, shall hold office until the next annual meeting
following his or her election and until his or her successor shall be elected
and shall qualify.
Exclusive of directors, if any, elected by the holders of one
or more series of Preferred Stock, no director of the Corporation may be removed
from office, except for Cause and by the affirmative vote of a majority of the
outstanding shares of the Corporation entitled to vote at a meeting of
shareholders duly called for such purpose. As used in this Article VIII, the
term "Cause" shall mean solely malfeasance arising from the performance of a
director's duties which has a materially adverse effect on the business of the
Corporation.
ARTICLE IX
The Corporation's By-Laws may be amended, altered or repealed,
and new By-Laws may be enacted, only by the affirmative vote of the holders of
not less than two-thirds of the outstanding shares of the Corporation entitled
to vote at a meeting of shareholders duly called for such purpose and by the
affirmative vote of the holders of not less than two-thirds of the shares of
each class or series, if any, entitled to vote thereon at such meeting, or by
the affirmative vote of not less than a majority of the entire Board of
Directors then in office.
This instrument was drafted by:
Dennis F. Connolly
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202