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EXHIBIT 3(i)
RESTATED ARTICLES OF INCORPORATION
FOR
COMSHARE, INCORPORATED
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Restated Articles of
Incorporation:
1. The present name of the corporation is: COMSHARE,
INCORPORATED.
2. The identification number assigned by the Bureau is:
085-703.
3. All former names of the corporation are: Com-Share,
Incorporated.
4. The date of filing the original Articles of
Incorporation was: February 15, 1966.
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of Incorporation
for the corporation.
ARTICLE I
The name of the corporation is COMSHARE, INCORPORATED.
ARTICLE II
The purpose or purposes for which the Corporation is organized
is to engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of the State of Michigan.
ARTICLE III
The total authorized capital stock is:
(i) 20,000,000 shares of common stock, $1.00 par value; and
(ii) 5,000,000 shares of preferred stock, no par value.
A statement of the designation, relative rights, preferences and limitations of
the shares of each class is as follows:
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PREFERRED STOCK
Issuance in Series:
The shares of Preferred Stock may be issued upon resolution of
the Board of Directors and without action or approval by the shareholders, in
one or more series, with the rights, preferences, privileges and restrictions of
each such series to be fixed by the resolution of the Board of Directors
establishing such series. The Preferred Stock in each series will rank equally
and be substantially identical in all respects, except that with respect to
each series the Board of Directors may fix, among other things, the voting
rights, if any, the dividends payable thereon, the times and prices of
redemption, if any, the amount payable upon liquidation, the retirement or
sinking fund, if any, the conversion rights, if any, the restrictions, if any,
on the payment of dividends or to retirements of junior stock, the limitations,
if any, on the creation of indebtedness or the issuance of stock of equal or
prior rank, and the number of shares to comprise each series.
Dividend Rights:
The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares of Preferred Stock of each
series will be entitled to receive dividends, and whether such dividends shall
be cumulative.
Redemption Provisions:
The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares of Preferred Stock of each
series will have redemption rights. The shares of Preferred Stock of each
series, if redeemable, will be redeemable at a time so fixed and determined, in
whole or in part, and by lot or in such other manner as the Board of Directors
may determine.
Sinking Fund:
The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares of Preferred Stock of each
series shall be entitled to the benefits of a retirement or sinking fund.
Conversion Rights:
The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares of Preferred Stock of each
series shall have conversion or exchange rights.
Voting Rights:
The Board of Directors is authorized to determine whether, and
the terms and conditions upon which, the shares of Preferred Stock of each
series shall have voting rights.
General:
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The Board of Directors is authorized to determine any other
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions relating to the Preferred Stock, or
any series thereof, as shall not be inconsistent with this Article III or
Michigan law. The terms of any series of Preferred Stock may be amended
without consent of the holders of any other series of Preferred Stock or of the
Common Stock, provided such amendment does not substantially adversely affect
the holders of such other series of Preferred Stock or the Common Stock.
Reissue of Reacquired Shares; Issuance of Additional Shares of Same Series:
Shares of any series of Preferred Stock which have been issued
and reacquired in any manner and not held as treasury shares, including shares
redeemed by purchase (whether through the operation of a retirement or sinking
fund or otherwise), will have the status of authorized and unissued Preferred
Stock and may be reissued as a part of the series of which they were originally
a part or may be reclassified into and reissued as part of the new series.
Amendment to Articles of Incorporation:
Any resolution of the Board of Directors establishing and
designating a series of Preferred Stock and fixing and determining the relevant
rights and preferences thereof shall be appropriately filed with the Department
of Commerce of the State of Michigan as an amendment to the Articles of
Incorporation.
COMMON STOCK
Subject to the preferences accorded the holders of Preferred
Stock pursuant to the Articles of Incorporation or action of the Board of
Directors taken with respect to such preferences, holders of Common Stock are
entitled to receive such dividends as may be declared by the Board of Directors
of the Corporation from time to time. Subject to the preferences provided in
the Articles of Incorporation or action of the Board of Directors taken with
respect to such preferences, in the event of any liquidation, dissolution or
winding up of the Corporation, the holders of Common Stock will be entitled to
receive pro rata all the remaining assets of the Corporation available for
distribution.
Holders of Common Stock shall have equal voting and other rights
share for share, and each holder of Common Stock is entitled to one vote per
share. Except to the extent required by law, no holder of Common Stock shall
have the right in voting for directors to cumulate his shares and give one
candidate as many votes as will equal the number of directors to be elected
multiplied by the number of shares of his stock, or to distribute his votes on
the same principle among as many candidates as he shall determine. Except as
otherwise stated herein, the shares of Common Stock shall have the rights and
privileges provided by Michigan law.
PREFERRED AND COMMON STOCK
No holder of any shares of any class of stock of this
corporation shall have any preemptive or preferential right to subscribe for,
or to purchase any part of a new or additional issue of stock or any other
reacquired shares of stock of any class whatsoever or of any securities
convertible into stock of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration.
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ARTICLE IV
The address of the current registered office is 30600 Telegraph
Road, Bingham Farms, Michigan 48025. The name of the current resident agent is
The Corporation Company.
ARTICLE V
Whenever a compromise or arrangement or any plan of
reorganization of this corporation is proposed between this corporation and its
creditors or any class of them and/or between this corporation and its
shareholders or any class of them, any court of equity jurisdiction within the
state of Michigan, may on the application of this corporation or of any
creditor or any shareholder thereof, or on the application of any receiver or
receivers appointed for this corporation, order a meeting of the creditors or
class of creditors, and/or of the shareholders or class of shareholders, as the
case may be, to be affected by the proposed compromise or arrangement or
reorganization, to be summoned in such manner as said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the shareholders or class of shareholders, as the
case may be, to be affected by the proposed compromise or arrangement or
reorganization, agree to any compromise or arrangement or to any reorganization
of this corporation as a consequence of such compromise or arrangement, said
compromise or arrangement and said reorganization shall, if sanctioned by the
court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the shareholders or class of
shareholders, as the case may be, and also on this corporation.
ARTICLE VI
(a) No director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, provided that the foregoing shall not
eliminate or limit the liability of a director for any of the following: (i)
breach of the director's duty of loyalty to the Corporation or its
shareholders; (ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violation of law; (iii) a violation of
Section 551(1) of the Michigan Business Corporation Act; (iv) a transaction
from which the director derived an improper personal benefit; or (v) an act or
omission occurring before the date on which the Article VI became effective.
If the Michigan Business Corporation Act hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability contained herein, shall be limited to the fullest extent
permitted by the amended Michigan Business Corporation Act. No amendment or
repeal of this Article VI shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with respect
to any acts or omissions of such director occurring prior to such amendment or
repeal.
(b)(1) Each individual who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding,
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whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that such individual, or an individual of
whom such individual is the legal representative, (i) is or was a director or
officer of the Corporation, or (ii) is or was serving (at such time as such
individual is or was a director or officer of the Corporation) at the request
of the Corporation as a director, officer, partner, trustee, administrator,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans (hereinafter "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, partner,
trustee, administrator, employee or agent or in any other capacity while
serving as a director, officer, partner, trustee, administrator, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Michigan Business Corporation Act, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of such indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
paragraph (b)(2) hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition (hereinafter "advances"); provided,
however, that the payment of such expenses incurred by an indemnitee in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such indemnitee, to repay
all advances if it shall ultimately be determined by final judicial decision
that such indemnitee is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors or by
action of any person to whom the Board of Directors has delegated such
authority, provide indemnification to other employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification.
(b)(2) If a claim under paragraph (b)(1) of this Section is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit or in a suit brought by the
Corporation to recover advances, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such claim. In any action brought
by the indemnitee to enforce a right hereunder (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking has been tendered to the
Corporation) it shall be a defense that, and in any action
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brought by the Corporation to recover advances the Corporation shall be
entitled to recover such advances if, the indemnitee has not met the applicable
standard of conduct set forth in the Michigan Business Corporation Act.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Michigan Business Corporation Act, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the indemnitee has not met
such applicable standard of conduct, shall be a defense to an action brought by
the indemnitee or create a presumption that the indemnitee has not met the
applicable standard of conduct. In any action brought by the indemnitee to
enforce a right hereunder or by the Corporation to recover payments by the
Corporation of advances, the burden of proof shall be on the Corporation.
(b)(3) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, Bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
(b)(4) The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Michigan Business Corporation Act.
These Restated Articles of Incorporation were duly adopted on
the 5th day of February, 1996, in accordance with the provisions of Section 642
of the Act and were duly adopted by the Board of Directors without a vote of
the shareholders.
Signed the 5th day of February, 1996
/s/ Kathryn A. Jehle
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Kathryn A. Jehle
Senior Vice President and
Chief Financial Officer