EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
DATA NET INTERNATIONAL, INC.
The undersigned, James Ung and Mei Yang, do hereby certify that:
1. They are the President and Secretary, respectively, of Data Net
International, Inc., a California corporation (the "Corporation").
2. The Articles of Incorporation of this Corporation are restated to read
as follows:
I.
The name of this Corporation is Data Net International, Inc.
II.
The purpose of this Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law
of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the
California Corporations Code.
III.
(a) The liability of the directors of this Corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
(b) This Corporation is authorized to provide for, whether by bylaw,
agreement or otherwise, the indemnification of agents (as defined in
Section 317 of the General Corporation Law of California) of this
Corporation in excess of that expressly permitted by such Section 317 for
those agents, for breach of duty to this Corporation and its shareholders
to the extent permissible under California law (as now or hereafter in
effect). In furtherance and not in limitation of the powers conferred by
statute:
(i) this Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of this
Corporation, or is serving at the request of this Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not this Corporation would
have the power to indemnify against such liability under the provisions of
law; and
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(ii) this Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the fullest extent authorized
or permitted by law and including as part thereof provisions with respect
to any or all of the foregoing to ensure the payment of such amounts as may
become necessary to effect indemnification as provided therein, or
elsewhere.
No such bylaw, agreement or other form of indemnification shall be
interpreted as limiting in any manner the rights which such agents would
have to indemnification in the absence of such bylaw, agreement or other
form of indemnification.
(c) Any repeal or modification of the foregoing provisions of this Article
III by the shareholders of this Corporation shall not adversely affect any
right or protection of a director of this Corporation existing at the time
of such repeal or modification.
IV.
(a) This Corporation is authorized to issue 20,000,000 shares of Common
Stock, no par value (hereinafter referred to as the "Common Stock"), and
2,000,000 shares of Preferred Stock, no par value (hereinafter referred to
as the "Preferred Stock").
(b) Such Preferred Stock may be issued from time to time in one or more
series as shall be authorized by the Board of Directors of this
Corporation. The Board of Directors of this Corporation shall, prior to
the issuance of any such shares of any series of Preferred Stock, fix (i)
the number of shares of each such series of Preferred Stock and (ii) such
distinctive designation or title of each such series of Preferred Stock
with such rights, privileges, powers and preferences thereof.
(c) Upon the filing of this restatement of the Articles of Incorporation
of this Corporation, each outstanding share of Common Stock shall, without
any further action on the part of the Corporation, be split and converted
into 10.960591 shares of Common Stock.
V.
Cumulative voting for the election of directors of this Corporation shall
be eliminated effective upon the date this Corporation becomes, and for as
long as this Corporation is, a "listed corporation" within the meaning of
Section 301.5 of the General Corporation Law of California.
3. The foregoing restatement of the Articles of Incorporation has been
duly approved by the Board of Directors of this Corporation.
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4. The foregoing restatement of the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the General Corporation Law of California. The total number of
outstanding shares of this Corporation is 4,450,000 shares of Common Stock. The
number of shares voting in favor of the restatement equaled or exceeded the vote
required. The percentage vote required was more than 50% of the Common Stock.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at Los Angeles, California, on October 22, 1997.
/s/ JAMES UNG
--------------------------------
James Ung, President
/s/ MEI YANG
--------------------------------
Mei Yang, Secretary
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