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EXHIBIT 3.1
FOURTH AMENDED AND RESTATED CHARTER
OF
INTERACTIVE PICTURES CORPORATION
Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation hereby restates its
Charter to supersede the Second Amended and Restated Charter and any and all
prior amendments thereto as follows:
I. The name of the corporation is: Interactive Pictures Corporation.
II. The text of the Restated Charter is as follows:
1. The name of the corporation is Interactive Pictures Corporation.
2. The corporation is for profit.
3. The duration of the corporation is perpetual.
4. The street address and zip code of the corporation's principal
office in Tennessee shall be:
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
County of Anderson
5. (a) The name of the corporation's registered agent is Matthew S.
Heiter.
(b) The street address, zip code, and county of the corporation's
registered office and registered agent in Tennessee shall be:
165 Madison Avenue
Suite 2000
Memphis, Tennessee 38103
County of Shelby
6. The corporation is organized to do any and all things and to
exercise any and all powers, rights, and privileges that a corporation may now
or hereafter be organized to do, or to exercise, under the Tennessee Business
Corporation Act, as amended.
7. The corporation is authorized to issue two classes of stock in the
following number of shares: (i) 100,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"), and (ii) 10,000,000 shares of preferred
stock, $.001 par value (the "Preferred Stock").
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The preferences, limitations, and relative rights of the above
classes of stock shall be as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued
in one or more classes or series at such time or times for such
consideration as the Board of Directors may determine. Each such class
or series shall be given a distinguishing designation. All shares of
any one class or series shall have preferences, limitations, and
relative rights identical with those of other shares of the same class
or series and, except to the extent otherwise provided in the
description of such class or series, with those of other shares of
Preferred Stock. Authority is hereby expressly granted to the Board of
Directors to fix from time to time, by resolution or resolutions
providing for the establishment and issuance of any class or series of
Preferred Stock, the designation of such class or series, and the
relative rights, preferences, qualifications, and limitations of the
shares of such class or series. Before issuing any shares of Preferred
Stock, the corporation shall deliver to the Secretary of State for
filing Articles of Amendment, which shall be effective without
shareholder action, that set forth (a) the name of the corporation, (b)
the text of the amendment determining the terms of the class or series,
(c) the date the amendment was adopted, and (d) a statement that the
amendment was duly adopted by the Board of Directors.
(b) Common Stock. Each share shall be entitled to one vote.
Upon dissolution of the corporation, each share of Common Stock shall
be entitled to receive a pro-rata share of the net assets of the
corporation.
8. The shareholders of the corporation shall not have preemptive
rights.
9. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, a Board of Directors consisting of not less than three nor more
than nine directors, the exact number of directors to be determined in the
manner provided in the Bylaws of the corporation. The directors shall be divided
into three classes, designated Class I, Class II, and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. Each class of directors
shall be elected for a three year term. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting of
shareholders for the year in which his or her term expires and until his or her
resignation, retirement, disqualification, or removal from office. Any vacancy
on the Board of Directors, including a vacancy that results from an increase in
the number of directors or a vacancy that results from the removal of a director
with cause, may be filled only by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors.
Any director may be removed from office but only for cause by (a) the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote in the election of directors,
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considered for this purpose as one class, unless a vote of a special voting
group is otherwise required by law, or (b) by the affirmative vote of a majority
of the entire Board of Directors then in office.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies, and other features of such directorships shall be governed by the
terms of this Charter applicable thereto.
Notwithstanding any other provision of this Charter, the affirmative
vote of holders of two-thirds of the voting power of the shares entitled to vote
at an election of directors shall be required to amend, alter, change or repeal,
or to adopt any provisions as part of this Charter or as part of the
corporation's Bylaws inconsistent with the purpose and intent of this Article 9.
10. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter amended from
time to time, a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Tennessee Business Corporation Act, as so
amended from time to time, or such successor statute. Any repeal or modification
of this Article 10 by the shareholders of the corporation shall not affect
adversely any right or protection of a director of the corporation existing at
the time of such repeal or modification or with respect to events occurring
prior to such time.
11. The corporation shall indemnify every person who is or was a party
or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director or officer or is or was serving at the
request of the corporation as a director, officer, employee, agent, or trustee
of another corporation or of a partnership, joint venture, trust, employee
benefit plan, or other enterprise, including service on a committee formed for
any purpose (and, in each case, his or her heirs, executors, and
administrators), against all expense, liability, and loss (including counsel
fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered in connection with such
action, suit, or proceeding, to the fullest extent permitted by applicable law,
as in effect on the date hereof and as hereafter amended. Such indemnification
may include advancement of expenses in advance of final disposition of such
action, suit, or proceeding, subject to the provision of any applicable statute.
The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his or
her heirs, executors, and administrators) may have or hereafter acquire under
any statute, this Charter, the corporation's Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement, or
insurance,
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purchased by the corporation or otherwise, both as to action in his or her
official capacity and as to action in another capacity. The corporation is
hereby authorized to provide for indemnification and advancement of expenses
through its Bylaws, resolution of shareholders, resolution of the Board of
Directors, or agreement, in addition to that provided by this Charter.
12. Bylaws of this corporation may be amended, altered, modified, or
repealed by resolution adopted by the Board of Directors, subject to any
provisions of law then applicable.
13. The corporation shall hold a special meeting of shareholders only
in the event of a call of any of the officers authorized to do so by the Bylaws
of the corporation or of a majority of the members of the Board of Directors of
the corporation.
Notwithstanding any other provision of this Charter, the affirmative
vote of holders of two-thirds of the voting power of the shares entitled to vote
at an election of directors shall be required to amend, alter, change or repeal,
or to adopt any provisions as part of this Charter or as part of the
corporation's Bylaws inconsistent with the purpose and intent of this Article
13.
III. The Fourth Amended and Restated Charter as set forth above was duly
adopted on July ____, 1999 by the Board of Directors of the corporation.
INTERACTIVE PICTURES CORPORATION
By:
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Name:
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Title:
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