EXHIBIT 3.1
RESTATED CERTIFICATE
OF
INCORPORATION
OF
INTERIM SERVICES INC.
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PURSUANT TO SECTIONS 228, 242 AND 245
of the General Corporation Law
of the State of Delaware
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INTERIM SERVICES INC., a Delaware Corporation, (the
"Corporation") organized on September 15, 1987, under the name Interim Systems
Corporation, does hereby amend and restate its Restated Certificate of
Incorporation to read in its entirety as follows:
FIRST: The name of the Corporation is Interim Services Inc.
(hereafter, the "Corporation").
SECOND: The address of the registered office of the Corporation in
the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Kent
County, Delaware 19901. The name of the registered agent at that address
is CSC The United States Corporation Company.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "GCL").
FOURTH: The aggregate number of shares of all classes of stock that
the Corporation shall have authority to issue is 102,500,000 divided into
two classes as follows:
(i) 100,000,000 shares of a class designated Common Stock, with
a par value of $0.01 per share; and
(ii) 2,500,000 shares of a class designated Preferred Stock, with
a par value of $.01 per share.
The voting powers, designations, preferences, qualifications,
limitations, restrictions and special or relative rights in respect of each
class of stock are or shall be fixed as follows:
(1) PREFERRED STOCK. The Board of Directors is expressly
authorized to issue the Preferred Stock from time to time, in one or more
series, provided that the
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aggregate number of shares issued and outstanding at any time of all such
series shall not exceed 2,500,000. The Board of Directors is further
authorized to fix or alter by resolution or resolutions, in respect of each
such series, the following terms and provisions of any authorized and
unissued shares of such stock:
(a) The distinctive serial designation;
(b) The number of shares of the series, which number may at any time
or from time to time be increased or decreased (but not below the
number of shares of such series then outstanding) by the Board of
Directors;
(c) The voting powers and, if voting powers are granted, the extent
of such voting powers including the right, if any, to elect a
director or directors;
(d) The election, term of office, filling of vacancies and other
terms of the directorships of directors elected by the holders of
any one or more classes or series of such stock;
(e) The dividend rights, including the dividend rate and the dates on
which any dividends shall be payable;
(f) The date from which dividends on shares issued prior to the date
for payment of the first dividend thereon shall be cumulative, if
any;
(g) The redemption price, terms of redemption, and the amount of and
provisions regarding any sinking fund for the purchase or
redemption thereof;
(h) The liquidation preference and the amounts payable on dissolution
or liquidation;
(i) The terms and conditions, if any, under which shares of the
series may be converted; and
(j) Any other terms or provisions that the Board of Directors is by
law authorized to fix or alter.
(2) COMMON STOCK. The holders of shares of Common Stock
shall be entitled (i) to vote on all matters at all meetings of the
shareholders of the Corporation on the basis of one vote for each share
of Common Stock held of record; (ii) subject to any preferential
dividend rights applicable to the Preferred Stock, to receive such
dividends as may be declared by the Board of Directors; and (iii) in the
event of the voluntary, or involuntary, liquidation or winding up of the
Corporation, after distribution in full of any preferential amounts to
be distributed to holders of shares of Preferred Stock, to receive all
of the remaining assets of the Corporation available for distribution to
its shareholders, ratably in proportion to the aggregate number of their
shares of Common Stock and Preferred Stock (if the holders of such
Preferred Stock are entitled to share in such distribution).
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(3) PROVISIONS APPLICABLE TO COMMON AND PREFERRED STOCK. No
holder of shares of any class of stock of the Corporation shall be
entitled, as a matter of right, to purchase or subscribe for any shares
of any class of stock of the Corporation, whether now or hereafter
authorized. The Board of Directors shall have authority to fix the
issue price of any and all shares of any class of stock of the
Corporation.
FIFTH: (A) NUMBER OF DIRECTORS. The number of directors to
constitute the Board of Directors shall be such number as fixed by a
resolution adopted by the affirmative vote of a majority vote of the
whole Board of Directors, but to be nine until otherwise determined.
(B) CLASSIFICATION OF DIRECTORS. Pursuant to an action taken
by the shareholders of the Corporation either at a special meeting
of the shareholders of the Corporation in 1993 or pursuant to a
consent in lieu thereof of the shareholders of the Corporation in
accordance with Section 228 of the GCL, the directors of the Corporation
shall be divided into three classes: Class I, Class II and Class III.
Membership in such classes shall be as nearly equal as possible and any
increase or decrease in the number of directors shall be apportioned by
the Board of Directors among the classes to maintain the number of
directors as nearly equal as possible. The initial Class directors
shall hold office until the annual meeting of shareholders of the
Corporation in 1994, the initial Class II directors shall hold office
until the annual meeting of shareholders of the Corporation in 1995 and
the initial Class III directors shall hold office until the annual
meeting of shareholders of the Corporation in 1996 or, in each case,
until their successors are elected and qualified and subject to prior
death, resignation, retirement or removal from office. Beginning in
1994, at each annual meeting of shareholders, the directors elected to
succeed those whose terms then expire shall belong to the same class as
the directors they succeed and shall hold office until the third
succeeding annual meeting of shareholders or until their successors are
elected and qualified and subject to the prior death, resignation,
retirement or removal from office of a director. No decrease in the
number of directors constituting the Board of Directors shall reduce the
term of any incumbent director.
Whenever the holders of any one or more classes or series of
Preferred Stock of the Corporation shall have the right to elect
directors, the election, term of office, filling of vacancies and other
terms of such directorships shall be governed by the provisions of this
Certificate of Incorporation applicable to such Preferred Stock and such
directors shall not be divided into classes pursuant to this Article
Fifth unless expressly provided or determined as provided elsewhere in
this Certificate of Incorporation.
(C) VACANCIES. Newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board of
Directors resulting from any cause shall be filled by a majority of the
Board of Directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the
same remaining term as his or her predecessor.
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(D) REMOVAL OF DIRECTORS. The entire Board of Directors of
the corporation may be removed at any time but only by the affirmative
vote of the holder of two-thirds or more of the outstanding shares of
each class of stock of the corporation entitled to elect one or more
directors at a meeting of the shareholders called for such purpose.
(E) BYLAWS. The Board of Directors shall have the power to
make, alter, amend, change, add to or repeal the Bylaws of the
corporation.
SIXTH: (A) The Corporation shall indemnify to the fullest
extent authorized or permitted by law (as now or hereafter in effect)
any person made, or threatened to be made a party or witness to any
action, suit or proceeding (whether civil or criminal or by or in the
right of the Corporation) by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation or by
reason of the fact that such director or officer, at the request of the
Corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any
capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officer may
be entitled by law. No amendment to or repeal of this paragraph (A) of
Article Sixth shall apply to or have any effect on any right to
indemnification provided hereunder with respect to any acts or omissions
occurring prior to such amendment or repeal.
(B) No director or shareholder of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary
damages for any breach of fiduciary duty as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent
provided by applicable law (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) pursuant to Section 174 of the GCL or
(iv) for any transaction from which such director derived an improper
personal benefit. No amendment to or repeal of this paragraph (B) of
Article Sixth shall adversely affect any right or protection of any
director of the Corporation existing at the time of such amendment to
repeal for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
SEVENTH: In the event any class of stock of the Corporation
is registered pursuant to the Securities Exchange Act of 1934, as
amended, for so long as such class of stock of the Corporation is so
registered, any action that may be taken at any annual or special
meeting of the shareholders of the Corporation shall be taken only at an
annual or special meeting of the shareholders of the Corporation and no
such action shall be taken without such a meeting, regardless of any
provision of the GCL that permits shareholders to take such an action by
written consent in lieu of an annual or special meeting of shareholders.
EIGHTH: Special meetings of the shareholders for any lawful
purpose or purposes may be called at any time only by a majority of the
Board of Directors, by the Chairman of the Board or by the President.
Each call for a special meeting of the shareholders shall state the
time, the day, the place and the purpose or purposes of such meeting and
shall be in writing, signed by the persons making the same and delivered
to
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the secretary. No business shall be conducted at any special meeting of
the shareholders other than the business stated in the call for such
meeting. The shareholders of the Corporation shall not be entitled, as
a matter of right, to require the Board of Directors to call a special
meeting of the shareholders or to bring any business before a special
meeting of the shareholders.
NINTH. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Incorporation, or any amendment thereof, in the manner now or hereafter
prescribed by the GCL or this Restated Certification of Incorporation.
TENTH: The affirmative vote of the holders of not less then
2/3 of the outstanding shares of stock of the Corporation entitled to
vote generally in the election of directors shall be required to amend,
modify, alter or repeal Articles Fifth, Eighth and Tenth of this
Restated Certificate of Incorporation or any provision of the
Corporation's Bylaws.
IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly adopted by H & R Block Group, a Delaware
Corporation, and the sole shareholder of the Corporation, pursuant to Section
228, and in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware and to be executed in its
corporate name this [last amended 18th day of May, 1998].
INTERIM SERVICES INC.
By:
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Chairman of the Board
ATTEST:
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Secretary
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