Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INFOSPACE, INC.
InfoSpace, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
1. The original Certificate of Incorporation was filed with the Secretary
of State on April 9, 1996, under the name of InfoSpace, Inc.
2. The following Amended and Restated Certificate of Incorporation was duly
proposed by the corporation's Board of Directors and duly adopted pursuant to
the applicable provisions of Sections 242 and 245 of the General Corporation Law
of the State of Delaware.
3. The following Amended and Restated Certificate of Incorporation was duly
adopted by the holders of a majority of shares entitled to vote thereon pursuant
to the applicable provisions of Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
ARTICLE 1. NAME
The name of the corporation is InfoSpace, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the registered office of the corporation is 1209 Orange
Street, Wilmington, County of New Castle, State of Delaware 19805, and the name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE 3. PURPOSES
The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE 4. SHARES
The total authorized stock of the Corporation shall consist of 900,000,000
shares of Common Stock having a par value of $.0001 per share and 15,000,000
share of Preferred Stock having a par value of $.0001 per share. Authority is
hereby expressly granted to the Board of Directors to fix by resolution or
resolutions any of the designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions which are permitted by Delaware
General Corporation Law in respect of any class or classes of stock or any
series of any class of stock of the Corporation. The Corporation shall from time
to time in accordance with the laws of the State of Delaware increase the
authorized amount of its Common Stock if at any time the number of shares of
Common Stock remaining unissued and available for issuance shall not be
sufficient to permit the conversion of the Preferred Stock.
ARTICLE 5. ELECTION OF DIRECTORS
The Board shall be composed of not less than 5 nor more than 9 Directors,
the specific number to be set by resolution of the Board, provided that the
Board may be less than 5 until vacancies are filled. No decrease in the number
of Directors shall have the effect of shortening the term of any incumbent
Director.
Prior to the 1999 annual election of Directors, unless a Director earlier
dies, resigns or is removed, his or her term of office shall expire at the next
annual meeting of stockholders. At the 1999 annual election of Directors, the
Board of Directors shall be divided into three classes, with said classes to be
as equal in number as may be possible. At the first election of Directors to
such classified Board of Directors, each Class I Director shall be elected to
serve until the next ensuing annual meeting of stockholders, each Class 2
Director shall be elected to serve until the second ensuing annual meeting of
stockholders and each Class 3 Director shall be elected to serve until the third
ensuing annual meeting of stockholders. At each annual meeting of stockholders
following the meeting at which the Board of Directors is initially classified,
the number of Directors equal to the number of Directors in the class whose term
expires at the time of such meeting shall be elected to serve until the third
ensuing annual meeting of stockholders. Notwithstanding any of the foregoing
provisions of this subsection 3.2, Directors shall serve until their successors
are elected and qualified or until their earlier death, resignation or removal
from office or until there is a decrease in the number of Directors. Directors
need not be stockholders of the corporation or residents of the State of
Delaware and need not meet any other qualifications.
ARTICLE 6. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of the corporation; provided, however, the Board of Directors may not
repeal or amend any bylaw that the stockholders have expressly provided may not
be amended or repealed by the Board of Directors. The stockholders shall also
have the power to adopt, amend or repeal the Bylaws of the corporation.
ARTICLE 7. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of the corporation.
ARTICLE 8. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of the corporation.
ARTICLE 9. AMENDMENTS TO CERTIFICATE OF
INCORPORATION
The corporation reserves the right to amend or repeal, by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote,
any of the provisions contained in this Certificate of Incorporation. The rights
of the stockholders of the corporation are granted subject to this reservation.
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it exists
on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of this
Article 10 shall not adversely affect any right or protection of a director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A
MEETING
Only action properly brought before the stockholders by or at the direction
of the Board of Directors may be taken without a meeting, without prior notice
and without a vote, if a written consent setting forth the action so taken is
signed by the holders of outstanding shares of capital stock entitled to be
voted with respect to the subject matter thereof having 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 thereon were present and
voted.
ARTICLE 12. SPECIAL VOTING REQUIREMENTS
In addition to any affirmative vote required by law, this Certificate of
Incorporation or otherwise, any "Business Combination" (as hereinafter defined)
involving this corporation shall be subject to approval in the manner set forth
in this Article 12.
12.1 Definitions.
For the purposes of this Article 12:
(a) "Business Combination" means (i) a merger, share exchange or
consolidation of this corporation or any of its Subsidiaries with any other
corporation; (ii) the sale, lease, exchange, mortgage, pledge, transfer or other
disposition or encumbrance, whether in one transaction or a series of
transactions, by this corporation or any of its Subsidiaries of all or a
substantial part of the corporation's assets otherwise than in the usual and
regular course of business, or (iii) any agreement, contract or other
arrangement providing for any of the foregoing transactions.
(b) "Subsidiary" means a domestic or foreign corporation that has a
majority of its outstanding voting shares owned, directly or indirectly, by this
corporation.
12.2 Vote Required for Business Combinations.
12.2.1 Except as provided in subsection 12.2.2 of this Article 12, the
affirmative vote of not less than two-thirds of the outstanding shares and, to
the extent, if any, provided by resolution or resolutions of the Board of
Directors providing for the issuance of a series of
Common or Preferred Stock, not less than two-thirds of the outstanding shares
entitled to vote thereon, voting as a class, shall be required for the adoption
or authorization of a Business Combination.
12.2.2 Notwithstanding subsection 12.2.1 of this Article 12, if a Business
Combination shall have been approved by at least two-thirds of the Board of
Directors, and is otherwise required by law to be approved by this corporation's
stockholders, such Business Combination shall require the affirmative vote of
not less than fifty-one percent (51%) of the outstanding shares entitled to vote
thereon and, to the extent, if any, provided by resolution or resolutions of the
Board of Directors providing for the issuance of a series of Common or Preferred
Stock, not less than fifty-one percent (51%) of the outstanding shares of such
series, voting as a class; provided, however, that if a Business Combination
approved by at least two-thirds of the Board of Directors is not otherwise
required by law to be approved by this corporation's stockholders, then no vote
of the stockholders of this corporation shall be required.
ARTICLE 13. SPECIAL MEETINGS OF STOCKHOLDERS
The Chairman of the Board of Directors, the Chief Executive Officer, the
President or the Board of Directors may call special meetings of the
stockholders for any purpose. A special meeting of the stockholders shall be
held if the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.
IN WITNESS WHEREOF, the corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its duly authorized officer this
12th day of February, 2003.
INFOSPACE, INC.
By: /s/ John M. Hall
John M. Hall, Senior Vice President, General
Counsel, and Secretary