EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
YAHOO! INC.
JEFFREY MALLETT and JOHN PLACE certify that:
1. They are the President and Secretary, respectively, of YAHOO! INC.,
a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read in their entirety as follows:
"I.
The name of this corporation is YAHOO! 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
Corporation Code.
III.
(a) This corporation is authorized to issue two classes of shares designated
"Preferred Stock" and "Common Stock," respectively. The total number of shares
which this corporation shall have authority to issue is Nine Hundred Ten Million
(910,000,000), par value of $0.00017 per share. The number of shares of
Preferred Stock authorized to be issued is Ten Million (10,000,000), and the
number of shares of Common Stock authorized to be issued is Nine Hundred Million
(900,000,000). Upon the effective date of the filing of these Amended and
Restated Articles of Incorporation, each one (1) share of the corporation's
outstanding Common Stock shall be converted and reconstituted into two (2)
shares of Common Stock (the "Stock Split").
No fractional shares shall be issued as a result of the Stock Split. Each
holder entitled to receive a fraction of a share of Common Stock as a result of
the Stock Split, when all shares of Common Stock held by such holder are
aggregated together, shall, in lieu of a fractional share, receive cash in an
amount equal to the fair market value of the Company's Common Stock on the date
of the filing of these Amended and Restated Articles of Incorporation, as
determined by the corporation's Board of Directors, multiplied by the fraction
of a share of Common Stock to which such holder would otherwise be entitled.
(b) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, within the limitations and
restrictions stated in these Articles of Incorporation to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and the number of shares constituting
any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the
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shares constituting such decrease shall resume the status which they had prior
to the adoption of the resolution originally fixing the number of shares of such
series.
IV.
Shareholders shall not be entitled to cumulate their votes for the election
of directors of the corporation.
This Article IV shall become effective only when the corporation becomes,
and only for so long as the corporation remains, a listed corporation within the
meaning of Section 301.5 of the California Corporations Code.
V.
No action shall be taken by the shareholders of the corporation other than
at an annual or special meeting of the shareholders, upon due notice and in
accordance with the provisions of the corporation's bylaws.
VI.
(a) On or prior to the date on which the corporation first provides notice
of an annual meeting of the shareholders following the date this Article VI
shall have become effective (and provided that the authorized number of
directors of the corporation shall be not less than six), the Board of Directors
of the corporation shall divide the directors into two classes, as nearly equal
in number as reasonably possible with the term of office of the first class to
expire at the 1997 annual meeting of shareholders or any special meeting in lieu
thereof and the term of office of the second class to expire at the 1998 annual
meeting of shareholders or any special meeting in lieu thereof. At each annual
meeting of shareholders or special meeting in lieu thereof following such
initial classification, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the second succeeding
annual meeting of shareholders or special meeting in lieu thereof after their
election and until their successors are duly elected and qualified.
(b) Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director.
In the event of any increase or decrease in the authorized number of directors,
(i) each director then serving as such shall nevertheless continue as a director
of the class of which he or she is a member until the expiration of his or her
current term or his or her prior death, retirement, removal or resignation and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall, if reasonably possible, be apportioned by the Board of
Directors between the two classes of directors so as to ensure that no one class
has more than one director more than any other class. To the extent reasonably
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation and newly eliminated directorships shall
be subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board of Directors until the vacancy is filled.
(c) This Article VI shall become effective only when the corporation
becomes, and only for so long as the corporation remains, a listed corporation
within the meaning of Section 301.5 of the California Corporations Code.
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VII.
Section 1. LIMITATION OF DIRECTORS' LIABILITY. The liability of the
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
Section 2. INDEMNIFICATION OF CORPORATE AGENTS. This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise permitted by such Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code with respect to actions for breach of
duty to the corporation and its shareholders.
Section 3. REPEAL OR MODIFICATION. Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification."
3. The foregoing amendment and restatement of these Articles of
Incorporation has been duly approved by the Board of Directors.
4. In accordance with Sections 902(c) and 903(a)(2) of the California
General Corporation Law, the foregoing amendment may be adopted with approval by
the Board of Directors alone and does not require approval by the outstanding
shares.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in the foregoing certificate are true of
our own knowledge. Executed at Santa Clara, California on January 22, 1999.
/s/ Jeffrey Mallett
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JEFFREY MALLETT,
PRESIDENT AND CHIEF OPERATING OFFICER
/s/ John Place
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JOHN PLACE,
SECRETARY
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