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EXHIBIT 3.1(a)
SECOND RESTATED ARTICLES OF INCORPORATION
OF
SOFTWARE SPECTRUM, INC.
ARTICLE ONE
The name of the corporation (hereinafter called the "Corporation") is
Software Spectrum, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the Corporation is organized are the
transaction of any or all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is Twenty-One Million (21,000,000), of which Twenty Million
(20,000,000) shares shall be Common Stock, par value of $.01 per share, and One
Million (1,000,000) shares shall be Preferred Stock, par value of $.01 per
share.
The following is a statement of the existing designations, preferences,
limitations, and relative rights in respect of the shares of each class of stock
of the Corporation:
A. Preferred Stock
Shares of the Preferred Stock of the Corporation may be issued from
time to time in one or more series, the shares of each series to have such
voting powers, full or limited, or no voting powers, and such designations,
preferences, and relative, participating, optional or other special rights, and
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in a resolution or resolutions providing for the issue of such series
adopted by the Board of Directors of the Corporation. The Board of Directors of
the Corporation is hereby expressly authorized, subject to the limitation
provided by law as to variation of rights and preferences as between series of
the same class of stock, to establish and designate series of the Preferred
Stock, to fix the number of shares constituting each series, and fix the
designations and the relative powers, rights, preferences and limitations of the
shares of each series and the variations of the relative powers, rights,
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preferences, and limitations as between series, and to increase and to decrease
the number of shares constituting each series.
B. Common Stock
1. Subject to the prior rights and preferences of the Preferred Stock
and subject to the provisions and on the conditions set forth in the foregoing
part A of this Article Four or in any resolution or resolutions providing for
the issue of a series of Preferred Stock, such dividends (payable in cash, stock
or otherwise) as may be determined by the Board of Directors of the Corporation
may be declared and paid on the Common Stock from time to time out of any funds
legally available therefore.
2. The shares of Common Stock shall be fully voting stock at the rate
of one vote for each share of Common Stock held.
3. After payment shall have been made in full to the holders of the
Preferred Stock in the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Stock according
to their respective shares.
ARTICLE FIVE
No holder of any shares of any class of stock of the Corporation shall,
as such holder, have any preemptive or preferential right to receive, purchase
or subscribe to (a) any unissued or treasury shares of any class of stock
(whether now or hereafter authorized) of the Corporation, (b) any obligations,
evidences of indebtedness or other securities of the Corporation convertible
into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase or subscribe to, any such unissued or treasury shares, (c) any right of
subscription to or to receive, or any warrant or option for the purchase of, any
thereof, or (d) any other securities that may be issued or sold by the
Corporation, other than such (if any) as the Board of Directors of the
Corporation, in its sole and absolute discretion, may determine from time to
time.
ARTICLE SIX
Cumulative voting in the election of directors or otherwise shall not
be permitted.
ARTICLE SEVEN
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received.
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ARTICLE EIGHT
The Corporation shall have the power to purchase, directly or
indirectly, its own shares to the extent permitted by law, without submitting
such purchase to a vote of shareholders.
ARTICLE NINE
[Deleted]
ARTICLE TEN
Except as expressly limited by the Texas Miscellaneous Corporation Laws
Act, a director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director. Any repeal or amendment of this Article by the
shareholders of this Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of this
Corporation existing at the time of such repeal or amendment. In addition, a
director shall not be liable to the fullest extent permitted by any amendment to
the Texas Miscellaneous Corporation Laws Act or the Texas Business Corporation
Act hereafter enacted that further limits the liability of a director.
ARTICLE ELEVEN
To the full extent permitted by the Texas Business Corporation Act, the
Corporation shall indemnify any director or officer against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys' fees) actually incurred by any such person
who was, is or is threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director or officer and shall advance
to such person such reasonable expenses as are incurred by him in connection
therewith. The rights of directors and officers set forth in this Article shall
not be exclusive of any other right which directors or officers may have or
hereafter acquire relating to this subject matter hereof. As used in this
Article, the terms "director" and "officer" shall mean any person who is or was
a director or officer of the Corporation and any person who, while a director or
officer of the Corporation, is, or was serving at the request of the Corporation
as a director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of any foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise. As used in this Article, the term "proceeding" means any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such action, suit or
proceeding and any inquiry or investigation that could lead to such an action,
suit or proceeding.
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ARTICLE TWELVE
The street address of the Corporation's registered office is:
Software Spectrum, Inc.
2140 Merritt Drive
Garland, Texas 75041
and the name of its registered agent at such address is Robert D. Graham.
ARTICLE THIRTEEN
The number of directors presently constituting the Board of Directors
is five (5) and the names and addresses of the person or persons who are
presently serving as directors are:
<Table>
<Caption>
Name Address
---- -------
Mellon C. Baird 2140 Merritt Drive
Garland, Texas 75041
Keith R. Coogan 2140 Merritt Drive
Garland, Texas 75041
Brian N. Dickey 2140 Merritt Drive
Garland, Texas 75041
Judy C. Odom 2140 Merritt Drive
Garland, Texas 75041
Frank Tindle 2140 Merritt Drive
Garland, Texas 75041
</Table>
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of July,
2001.
/s/ Robert D. Graham
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Robert D. Graham, Vice President
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