EXHIBIT 3.1
-----------
ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC TELESERVICES, INC.
1. CORPORATE NAME: APAC TeleServices, Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was
adopted on May 18, 1999 in the manner indicated below.
By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment.
3. TEXT OF AMENDMENT:
Article I: The name of the corporation is: APAC Customer
Services, Inc.
The undersigned corporation has caused this statement to be signed
by its duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated: June 3, 1999
APAC TeleServices, Inc.
by /s/ Marc S. Simon
-------------------------------------
Marc S. Simon, President
attested
by /s/ Linda R. Witte
-----------------------------------
Linda R. Witte, Vice President,
General Counsel and Secretary
ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC TELESERVICES, INC.
1. CORPORATE NAME: APAC TeleServices, Inc.
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was
adopted on May 21, 1996 in the manner indicated below.
By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment.
3. TEXT OF AMENDMENT:
"RESOLVED, that the first paragraph of ARTICLE FOURTH of the
Company's Amended and Restated Articles of Incorporation be and hereby is
amended to read in its entirety as follows:
FOURTH: The total number of shares of all classes of
stock which the Corporation will have authority to issue is
250,000,000, consisting of (i) 200,000,000 common shares, par
value $0.01 per share (the "Common Shares"), and (ii) 50,000,000
preferred shares, par value $0.01 per share (the "Preferred
Shares"). Cumulative voting in the election of Directors shall
not be permitted to holders of either of the Common Shares or the
Preferred Shares. No holder of any share of any class of stock of
the Corporation shall have any preemptive right to subscribe for
or acquire additional shares of stock of any class of the
Corporation or warrants or options to purchase, or securities
convertible into, shares of any class of stock of the
Corporation."
The undersigned corporation has caused this statement to be signed
by its duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated: May 21, 1996
APAC Teleservices, Inc.
by /s/ Theodore G. Schwartz
-----------------------------------
Theodore G. Schwartz, President
attested
by /s/ Marc S. Simon
-----------------------------------
Marc S. Simon, Secretary
ARTICLES OF AMENDMENT
TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
APAC CORPORATION
1. CORPORATE NAME: APAC Corporation
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was
adopted on September 8, 1995 in the manner indicated below.
By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and submitted
to the shareholders. A consent in writing has been signed by all the
shareholders entitled to vote on this amendment.
3. TEXT OF AMENDMENT:
Article I: The name of the corporation is: APAC TeleServices,
Inc.
The undersigned corporation has caused this statement to be signed
by its duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated: September 8, 1995
APAC Corporation
by /s/ Theodore G. Schwartz
-------------------------------------
Theodore G. Schwartz, President
attested
by /s/ Marc S. Simon
-----------------------------------
Marc S. Simon, Secretary
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
APAC TELESERVICES, INC.
The original Articles of Incorporation of Apac
Teleservices, Inc. were filed with the Secretary of State of Illinois on
May 23, 1973. The name of the Corporation under which it was originally
incorporated was Allstate Promotional Advertising Corporation. The
original Articles of Incorporation were amended on September 9, 1985 to
change the Corporation's name to "The APAC Corporation." The original
Articles of Incorporation were amended and restated on June 8, 1988 and in
connection therewith the Corporation's name was changed to "APAC
Telemarketing Corporation." The Articles of Incorporation of the
Corporation were further amended on April 4, 1992 to change the
Corporation's name to "APAC Teleservices, Inc." This Amended and Restated
Articles of Incorporation not only restates and integrates the original
Articles of Incorporation and all amendments thereto, but also includes
amendments adopted by the shareholders of APAC Teleservices, Inc. on the
date hereof. This Amended and Restated Articles of Incorporation was duly
adopted in accordance with the applicable provisions of Sections 10.20 and
7.10 of the Illinois Business Corporation Act of 1983 and shall become
effective upon filing with the Secretary of State of the State of Illinois.
EACH OF THE ARTICLES CONTAINED IN THIS AMENDED AND RESTATED ARTICLES OF
INCORPORATION HAVE BEEN BOTH AMENDED AND RESTATED.
FIRST: The name of the Corporation is APAC Corporation.
SECOND: The Corporation's registered office in the State
of Illinois is located at One Parkway North Center, Suite 510, City of
Deerfield, County of Cook 60015 and Marc S. Simon is the Corporation's
registered agent at such address.
THIRD: The purpose for which the Corporation is organized
is to carry on and to engage in any lawful act or activity for which
corporations may be organized under the Illinois Business Corporation Act
of 1983.
FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 150,000,000,
consisting of (i) 100,000,000 common shares, par value $0.01 per share (the
"Common Shares"), and (ii) 50,000,000 preferred shares, par value $0.01 per
share (the "Preferred Shares"). Cumulative voting in the election of
Directors shall not be permitted to holders of either the Common Shares or
the Preferred Shares. No holder of any share of any class of stock of the
Corporation shall have any preemptive right to subscribe for or acquire
additional shares of stock of any class of the Corporation or warrants or
options to purchase, or securities convertible into, shares of any class of
stock of the Corporation.
SECTION A
COMMON SHARES
1. Voting Rights. Except as otherwise provided by law,
each Common Shares shall entitle the holder thereof to one (1) vote in any
matter submitted to a vote of shareholders of the Corporation.
2. Dividends and Distributions. Subject to the express
terms of the Preferred Shares outstanding from time to time, the holders of
Common Shares shall be entitled to receive such dividends and distributions
as may from time to time be declared by the Board of Directors.
SECTION B
PREFERRED SHARES
Subject to the terms contained in any designation of a
series of Preferred Shares, the Board of Directors is expressly authorized,
at any time and from time to time, to issue Preferred Shares in one or more
series, and for such consideration as the Board of Directors may determine
and to fix, by resolution or resolutions, the following provisions for
shares of any class or classes of Preferred Shares of the Corporation or
any series of any class of Preferred Shares:
1. the designation of such class or series, the number of
shares to constitute such class or series which may be increased or
decreased (but not below the number of shares of that class or series then
outstanding) by resolution of the Board of Directors, and the stated value
thereof if different from the par value thereof;
2. whether the shares of such class or series shall have
voting rights, in addition to any voting rights provided by law, and, if
so, the terms of such voting rights;
3. the dividends, if any, payable on such class or
series, whether any such dividends shall be cumulative, and, if so, from
what dates, the conditions and dates upon which such dividends shall be
payable, and the preference or relation such dividends shall bear to the
dividends payable on any shares of stock of any class or any other series
of the same class;
4. whether the shares of such class or series shall be
subject to redemption by the Corporation, and, if so, prices and other
conditions of such redemption;
5. the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such class or series in, the
voluntary or involuntary liquidation, dissolution or winding up, or upon
any distribution of the assets, of the Corporation;
6. whether the shares of such class or series shall be
subject to the operation of a retirement or sinking fund and, if so, the
extent to and manner in which any such retirement or sinking fund shall be
applied to the purchase or redemption of the shares of such class or series
for retirement or other corporate purposes and the terms and provisions
relative to the operation thereof;
7. whether the shares of such class or series shall be
convertible into, or exchangeable for, shares of stock of any class or any
other series of the same class or any other securities and, if so, the
price or prices or the rates or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and conditions
of conversion or exchange;
8. the limitations and restrictions, if any, to be
effective while any shares of such class or series are outstanding upon the
payment of dividends or the making of other distributions on, and upon
purchase, redemption or other acquisition by the Corporation of the Common
Shares or shares or stock of any class or any other series of the same
class;
9. the conditions or restrictions, if any, upon the
creation of indebtedness of the Corporation or upon the issue of any
additional stock, including additional shares of such class or series or of
any other series of the same class or of any other class;
10. the ranking (be it pari passu, junior or senior) of
each class or series vis-a-vis any other class or series of any class of
Preferred Shares as to the payment of dividends, the distribution of assets
and all other matters; and
11. any other powers, preferences and relative,
participating, optional and other special rights, and any qualifications,
limitations and restrictions thereof, insofar as they are not inconsistent
with the provisions of this Amended and Restated Articles of Incorporation,
to the full extent permitted in accordance with the laws of the State of
Illinois.
The powers , preferences and relative, participating,
optional and other special rights of each class or series of Preferred
Shares, and the qualifications, limitations or restrictions thereof, if
any, may differ from those of any and all other series at any time
outstanding.
FIFTH: Advance notice of shareholder nominations for the
election of Directors and of new business to be brought by shareholders
before any meeting of the shareholders of the Corporation shall be given in
a manner provided by the By-laws of the Corporation.
SIXTH: Special meetings of the shareholders, for any
purpose or purposes (except to the extent otherwise provided by law or this
Amended and Restated Articles of Incorporation), may only be called by the
Chairman of the Board, the President or any three Directors.
SEVENTH: Notwithstanding the provisions of this Amended
and Restated Articles of Incorporation and any provisions of the By-Laws of
the Corporation, no amendment to this Amended and Restated Articles of
Incorporation shall amend, modify or repeal any or all of the provisions of
this Article SEVENTH, Article SIXTH or Article FIFTH of this Amended and
Restated Articles of Incorporation, unless so adopted by the affirmative
vote or consent of the holders of not less than two-thirds (66 2/3%) of the
total voting power of all then outstanding shares entitled to vote in the
election of Directors of the Corporation, voting as a single class;
provided, however, that in the event the Board of Directors of the
Corporation shall, by resolution adopted by a majority of the Directors
then in office, recommend to the shareholders the adoption of any such
amendment, the shareholders of record holding a majority of the total
voting power of all then outstanding shares entitled to vote in the
election of Directors of the Corporation, voting as a single class, may
amend, modify or repeal any or all of such provisions.
EIGHTH: In furtherance and not in limitation of the
powers conferred by the laws of Illinois, the Board of Directors is
expressly authorized and empowered to make, alter, amend and repeal the By-
laws of the Corporation in any respect not inconsistent with the laws of
the State of Illinois or with this Amended and Restated Articles of
Incorporation.
NINTH: The books of the Corporation may be kept at such
place within or without the State of Illinois as the By-laws of the
Corporation may provide or as may be designated from time to time by the
Board of Directors of the Corporation.
TENTH: A Director of the Corporation shall not be
personally liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the Director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 8.65 of the Illinois Business Corporation Act, as the same exists
or hereafter may be amended, or (iv) for any transaction from which the
Director derived an improper personal benefit.
If the Illinois Business Corporation Act hereafter is
amended to authorize the further elimination or limitation of the liability
of Directors, then the liability of the Corporation's Directors shall be
eliminated or limited to the full extent authorized by the Illinois
Business Corporation Act, as so amended.
Any repeal or modification of this Article shall not
adversely affect any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.
ELEVENTH: As of the date of adoption of this Amended and
Restated Articles of Incorporation, 6,000,000 Common Shares of the
Corporation are outstanding and the Corporation's paid-in-capital is
$60,000.
IN WITNESS WHEREOF, the Corporation has caused this
Amended and Restated Articles of Incorporation to be signed by its duly
authorized officers this 8th day of August, 1995.
Attest: APAC CORPORATION
/s/ Marc S. Simon /s/ Theodore G. Schwartz
--------------------- ------------------------
Marc S. Simon, Theodore G. Schwartz,
Secretary Chief Executive Officer