EXHIBIT 3.2
FORM OF SECOND RESTATED CERTIFICATE OF INCORPORATION
OF COMPS.COM, INC.,
A DELAWARE CORPORATION
COMPS.COM, INC., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is COMPS.COM, INC. The original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on September 1, 1994 and was amended pursuant to
a Certificate of Ownership and Merger filed with the Secretary of State of the
State of Delaware on October 4, 1994, and pursuant to a Restated Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on
October 13, 1994, and pursuant to a Restated Certificate of Incorporation filed
with the Secretary of State of the State of Delaware on February 4, 1998, and
pursuant to a Certificate of Amendment of Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on November 5, 1998,
and pursuant to a Certificate of Amendment of the Restated Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on
January 20, 1999.
2. Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Second Restated Certificate of Incorporation was
adopted by the corporation's Board of Directors and stockholders.
3. The text of the Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
ARTICLE I
The name of this corporation is COMPS.COM, INC.
ARTICLE II
The address of this corporation's registered office in the State of
Delaware is 1050 S. State Street, City of Dover, County of Kent. The name of
its registered agent at such address is CorpAmerica, Inc.
ARTICLE III
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may now or hereafter be organized under the
Delaware General Corporation Law.
ARTICLE IV
(A) Classes of Stock. This corporation is authorized to issue two
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classes of stock, denominated Common Stock and Preferred Stock. The Common
Stock shall have a par value of $0.01 per share and the Preferred Stock shall
have a par value of $0.01 per share. The total number of shares of Common Stock
which the Corporation is authorized to issue is seventy-five
million (75,000,000), and the total number of shares of Preferred Stock which
the Corporation is authorized to issue is five million (5,000,000), which shares
of Preferred Stock shall be undesignated as to series.
(B) Issuance of Preferred Stock. The Preferred Stock may be issued
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from time to time in one or more series. The Board of Directors is hereby
authorized, by filing one or more certificates pursuant to the Delaware General
Corporation Law (each, a "Preferred Stock Designation"), to fix or alter from
time to time the designations, powers, preferences and rights of each such
series of Preferred Stock and the qualifications, limitations or restrictions
thereof, including without limitation the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and the liquidation
preferences of any wholly-unissued series of Preferred Stock, and to establish
from time to time 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 issuance 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 decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
(C) Rights, Preferences, Privileges and Restrictions of Common Stock.
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1. Dividend Rights. Subject to the prior or equal rights
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of holders of all classes of stock at the time outstanding having prior or equal
rights as to dividends, the holders of the Common Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of any assets of
the corporation legally available therefor, such dividends as may be declared
from time to time by the Board of Directors.
2. Redemption. The Common Stock is not redeemable upon
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demand of any holder thereof or upon demand of this corporation.
3. Voting Rights. The holder of each share of Common Stock
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shall have the right to one vote, and shall be entitled to notice of any
stockholders' meeting in accordance with the Bylaws of this corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.
ARTICLE V
(A) Exculpation. A director of the corporation shall not be
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personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to further reduce or to authorize, with the
approval of the corporation's stockholders, further reductions in the liability
of the corporation's directors for breach of fiduciary duty, then a director of
the corporation shall not be
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liable for any such breach to the fullest extent permitted by the Delaware
General Corporation Law as so amended.
(B) Indemnification. To the extent permitted by applicable law, this
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corporation is also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
this corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to the
corporation, its stockholders and others.
(C) Effect of Repeal or Modification. Any repeal or modification of
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any of the foregoing provisions of this Article V shall be prospective and shall
not adversely affect any right or protection of a director, officer, agent or
other person existing at the time of, or increase the liability of any director
of the corporation with respect to any acts or omissions of such director
occurring prior to, such repeal or modification.
ARTICLE VI
Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws of the corporation. At the next Annual Meeting of
Stockholders, the Directors shall be classified into two classes, as nearly
equal in number as possible as determined by the Board of Directors, with the
term of office of the first class to expire at the second Annual Meeting of
Stockholders and the term of office of the second class to expire at the third
Annual Meeting of Stockholders. At each Annual Meeting of Stockholders
following such initial classification and election, 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 Stockholders after their
election. Additional directorships resulting from an increase in the number of
Directors shall be apportioned among the classes as equally as possible as
determined by the Board of Directors.
ARTICLE VII
No holder of shares of stock of the corporation shall have any
preemptive or other right, except as such rights are expressly provided by
contract, to purchase or subscribe for or receive any shares of any class, or
series thereof, of stock of the corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any share
of any class, or series thereof, of stock; but such additional shares of stock
and such warrants, options, bonds, debentures or other securities convertible
into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board of
Directors to such persons, and on such terms and for such lawful consideration
as in its discretion it shall deem advisable or as the corporation shall have by
contract agreed.
ARTICLE VIII
The corporation is to have a perpetual existence.
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ARTICLE IX
The corporation reserves the right to repeal, alter, amend or rescind
any provision contained in this Second Restated Certificate of Incorporation
and/or any provision contained in any amendment to or restatement of this Second
Restated Certificate of Incorporation, in the manner now or hereafter prescribed
by statute, and all rights conferred on stockholders herein are granted subject
to this reservation.
ARTICLE X
The Board of Directors may from time to time make, amend, supplement
or repeal the Bylaws by the requisite affirmative vote of Directors as set forth
in the Bylaws; provided, however, that the stockholders may change or repeal any
bylaw adopted by the Board of Directors by the requisite affirmative vote of
stockholders as set forth in the Bylaws; and, provided further, that no
amendment or supplement to the Bylaws adopted by the Board of Directors shall
vary or conflict with any amendment or supplement thus adopted by the
stockholders.
ARTICLE XI
No action shall be taken by the stockholders of the corporation except
at an annual or special meeting of stockholders called in accordance with the
Bylaws, and no action shall be taken by the stockholders by written consent.
ARTICLE XII
Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.
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IN WITNESS WHEREOF, this Second Restated Certificate of Incorporation
has been signed under the seal of the corporation as of this ___ day of
____________, 1999.
COMPS.COM, INC., a Delaware corporation
By: ___________________________________
Christopher A. Crane,
President and Chief Executive Officer
ATTEST:
_______________________________
Robert C. Beasley, Secretary
[SIGNATURE PAGE TO SECOND RESTATED CERTIFICATE OF INCORPORATION OF COMPS.COM,
INC.]