Exhibit 3.0
RESTATED CERTIFICATE OF INCORPORATION
OF
e-NET, INC.
e-Net, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is e-Net, Inc. e-Net, Inc. was
originally incorporated under the name Nightware Technologies,
Inc. and its original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on January 9,
1995.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the
Certificate of Incorporation of this Corporation.
3. The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further
amended to read in its entirety as follows:
FIRST: The name of the Corporation is
e-NET, INC.
SECOND: The registered office of the Corporation is to be located at
1209 Orange Street, County of New Castle, Wilmington, DE 19801. The name of its
registered agent at that address is The Corporation Trust Company.
THIRD: The purposes of the Corporation are to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of common stock which this
Corporation is authorized to issue is fifty million (50,000,000) shares, $.01
par value.
(b) Effective as of the close of business on March 15, 1996, each
issued and outstanding share of common stock with a par value of $.01 per share
is subdivided and reclassified into 600 shares of common stock with a par value
of $.01 per share.
(c) Effective as of March 18, 1997, each issued and outstanding
share of common stock with a par value of $.01 is combined and reclassified, on
a one-for-two basis, into one-half of one share of common stock with a par value
of $.01 per share. This amendment, which originally was contained in a
Certificate of Amendment filed on April 14, 1997, shall affect, as of March 18,
1997, only the shares of common stock issued and outstanding as of such date
and, except with respect to those shares affected as of such date, shall have no
effect as of the date of the Certificate of Amendment on shares of common stock
issued and outstanding on the date of the Certificate of Amendment.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever, and they shall not be
personally liable for the payment of the Corporation's debts except as they may
be liable by reason of their own conduct or acts.
SEVENTH: The following provisions are inserted for the management of
the business and the conduct of affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(a) The number of directors comprising the Board of Directors of
the Corporation shall be such as from time to time shall be fixed by or in the
manner provided in the By-Laws, but shall not be less than one. Election of
directors need not be by ballot unless the By-Laws so provide.
(b) The Board of Directors shall have the power, unless and to the
extent that the Board may from time to time by resolution relinquish or modify
the power, without the assent or vote of the shareholders: to make, alter,
amend, change, add to or repeal the By-Laws of the Corporation; to fix and vary
the amount of capital of the Corporation to be reserved for any proper purpose;
to authorize and cause to be executed mortgages and liens upon all or any part
of the property of the Corporation; to determine the use and disposition of any
surplus or net profits, and to fix the times for the declaration and payment of
dividends.
EIGHTH: The Corporation shall, to the fullest extent permitted by
applicable law as it presently exists or may be amended from time to time,
indemnify, defend and hold harmless any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that he, or a person for whom he is a legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
Corporation or of a partnership, joint
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venture, trust enterprise or nonprofit entity, including services with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorney's fees) reasonably incurred by such person. The Corporation
shall be required to indemnify a person in connection with a Proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
NINTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware the same exists or may hereafter be amended, a director
of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for the breach of fiduciary duty as a director.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
ELEVENTH: The name and address of the incorporator is:
Robert A. Veschi
13605 Hopkins Road
Germantown, MD 20874
TWELFTH: The name and address of each person who is to serve as a
director until the first annual meeting of stockholders or until his or their
successors are elected and qualified shall be as follows:
Robert A. Veschi
13605 Hopkins Road
Germantown, MD 20874
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed by Robert A. Veschi, its authorized officer, this 18th day of December,
1998.
e-NET, INC.
By:/s/ Robert A. Veschi
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Robert A. Veschi, President
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