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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION OF
MELITA INTERNATIONAL CORPORATION
I.
The name of the Corporation is Melita International Corporation.
II.
A. The total number of shares of capital stock that the
Corporation shall be authorized to issue is Twenty Million (20,000,000) shares
of no par value common stock ("Common Stock").
B. Each share of Common Stock shall be identical in all respects
and for all purposes and entitled to one vote per share in all proceedings in
which action may or is required to be taken by the stockholders of the
Corporation.
III.
The registered office of the Corporation shall be at Powell,
Goldstein, Frazer & Murphy, 191 Peachtree Street, N.E., 16th Floor, Atlanta,
Georgia 30303, in Fulton County. The registered agent of the Corporation at
such address shall be Scott Hobby.
IV.
The mailing address of the principal office of the principal office of
the Corporation is Melita International Corporation, Corporate Headquarters,
6630 Bay Circle Norcross, Georgia 30071.
V.
No director shall have any personal liability to the Corporation or to
its shareholders for monetary damages for breach of duty of care of other duty
as director, by reason of any act or omission occurring subsequent to the date
when this provision becomes effective, except that this provision shall not
eliminate or limit the liability of a director for (a) any appropriation, in
violation of his or her duties, of any business opportunity of the Corporation;
(b) acts or omissions
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which involve intentional misconduct or a knowing violation of law; (c)
liabilities of a director imposed by Section 14-2-832 of the Georgia Business
Corporation Code; or (d) any transaction from which the director derived an
improper personal benefit.
VI.
Any action required by law or by the Bylaws of the Corporation to be
taken at a meeting of the shareholders of the Corporation, and any action which
may be taken at a meeting of the shareholders, may be taken without a meeting
if a written consent, setting forth the action so taken, shall be signed by
persons entitled to vote at a meeting those shares having sufficient voting
power to cast not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote were present and voted. Notice of such action without a meeting by less
than unanimous written consent shall be given within ten (1) [sic] days of the
taking of such action to those shareholders of record on the date when the
written consent if first executed and whose shares were not represented on the
written consent.
VII.
The incorporator of the Corporation was Aleksander Szlam, who was then
located at 1256 Woods Mill Drive Southeast, Marietta, Georgia 30067.
VIII.
These Restated Articles of Incorporation amend the original Articles
of Incorporation of the Corporation by superseding and replacing the original
Articles of Incorporation in their entirety. Each amendment to the original
Articles of Incorporation was duly approved by the Board of Directors of the
Corporation and by the shareholders of the Corporation in accordance with
Section 14-2-1003 of the Georgia Business Corporation Code.
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IN WITNESS WHEREOF, Melita International Corporation has caused these
Restated Articles of Incorporation to be executed by its duly authorized
officer as of this 4th day of June, 1992.
MELITA INTERNATIONAL CORPORATION
BY: /S/ ALEKSANDER SZLAM
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TITLE: CHIEF EXECUTIVE OFFICER
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ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
MELITA INTERNATIONAL CORPORATION
Pursuant to section 14-2-1006 of the Georgia Business Corporation Code
(the "Code"), Melita International Corporation, a Georgia corporation, hereby
amends its Restated Articles of Incorporation as follows:
Article II is hereby amended to read in its entirety as follows:
Article II
A. The Corporation shall have two classes of stock: Voting
Common Stock ("Voting Stock") and Non-Voting Common Stock ("Non-Voting Stock").
B. The total number of shares of capital stock that the
Corporation is authorized to issue is Two Billion (2,000,000,000) shares, which
shall consist of Twenty Million (20,000,000) shares of Voting Stock, no par
value per share, and One Billion Nine Hundred Eighty Million (1,980,000,000)
shares of Non-Voting Stock, no par value per share.
C. The designations and the powers, preferences, limitations and
relative rights of the voting stock and the non-voting stock (collectively
referred to as "common stock") are as follows:
1. Common Stock Classes Pari Passu.
Except as set forth in Section C.2. Below, the Voting Stock
and the Non-Voting Stock shall be equal in all respects and treated as a single
class of common, including without limitation participating equally in any
dividends, distributions in liquidation and other payments, and in any
subdivisions and combinations of securities.
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2. Voting rights.
(a) The holders of Voting Stock shall be entitled to vote
on each matter on which the shareholders of the Corporation shall be entitled
to vote, and each holder of Voting Stock shall be entitled to one vote for each
share of such stock held by such holder.
(b) The holders of Non-Voting Stock shall not have any
voting rights, except as otherwise required by applicable law, in which case
holders of Non-Voting Stock shall vote (at the rate of one vote per share of
Non-Voting stock held) as a single class on such matter unless otherwise
required by law.
IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Corporation has executed these Articles of Amendment to Restated Articles of
Incorporation on the 7th day of February, 1997.
/s/ Aleksander Szlam
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Aleksander Szlam,
Chairman of the Board and
Chief Executive Officer
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