EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
FISERV, INC.
Fiserv, Inc., a corporation organized and existing under Chapter 180 of the
Wisconsin Business Corporation Law (the "WBCL") (the "Corporation"), does hereby
certify that the Board of Directors of the Corporation (the "Board") duly
adopted the necessary resolutions to:
(1) increase the number of authorized shares of Common Stock to
300,000,000 shares, $.01 par value per share; and
(2) increase the number of shares of Preferred Stock designated as Series
A Junior Participating Preferred Stock to 3,000,000 shares, no par
value per share.
Such resolutions were adopted pursuant to Section 180.1003 of the Wisconsin
Statutes and pursuant to Section 180.0602 of the Wisconsin Statutes and the
authority conferred upon the Board by the Articles of Incorporation. In order
to effectuate the foregoing, the Board further approved the amendment of the
first sentence of Article III and the first sentence of Section 1 of Article III
of the existing Restated Articles of Incorporation to read as follows:
ARTICLE III
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"The total number of shares of stock which the Corporation shall have
authority to issue is 325,000,000 shares, of which 300,000,000 shares shall
be designated Common Stock, having a par value of $.01 per share; and,
25,000,000 shares shall be designated as Preferred Stock, having no par
value per share."
"Section 1. Designation of Series A Junior Participating
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Preferred Stock: Number of Shares. There is designated a series of
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Preferred Stock titled as "Series A Junior Participating Preferred
Stock," no par value per share (the "Series A Preferred Stock'), and
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the authorized number of shares constituting the Series A Preferred
Stock shall be 3,000,000."
The Amendment to the first sentence of Article III of the Restated Articles
of Incorporation of the Corporation was adopted by the Board at a meeting of the
Board held on February 17, 1999 and Shareholder approval of this Amendment was
received on March 25, 1999 in accordance with Section 180.1003 of the Wisconsin
Business Corporation Law.
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The Amendment to the first sentence of Section 1 of Article III of the
Restated Articles of Incorporation of the Corporation was adopted by the Board
at a meeting of the Board held on February 17, 1999 in accordance with Section
180.0602 of the Wisconsin Business Corporation Law and Shareholder approval of
the Amendment was not required. None of the shares of Series A Junior
Participating Preferred Stock authorized thereby has been issued as of the date
hereof.
Dated as of the 25th day of March, 1999.
By: _______________________________________
Charles W. Sprague
Secretary and General Counsel
This document was drafted by and is returnable to:
PATRICK J. MARGET, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202-4108
(414) 271-6560
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