EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
NETWORD, INC.
The undersigned, being a duly authorized officer of Netword, Inc., for the
purpose of amending and restating its Certificate of Incorporation pursuant to
Sections 242 and 245 of the Delaware General Corporation Law, does hereby
certify as follows:
FIRST: The name of the corporation is Home Director, Inc. (the
"Corporation"). Its original certificate of incorporation was filed with the
Secretary of State on February 2, 1999.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is c/o United Corporate Services, Inc., 15 East North Street
in the City of Dover, County of Kent. The name of its registered agent at that
address is United Corporate Services, Inc.
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 total number of shares of stock which the Corporation
shall have authority to issue is 42,000,000, of which 40,000,000 shall be shares
of common stock, par value $0.01 per share ("Common Stock"), and 2,000,000 shall
be shares of preferred stock, par value $0.01 per share ("Preferred Stock").
Shares of Preferred Stock may be issued from time to time in one or
more classes or series, each of which classes or series shall have such
distinctive designation or title as shall be fixed by the board of directors of
the Corporation (the "Board of Directors") prior to the issuance of any
shares thereof. The Board of Directors is hereby authorized to determine or
alter the powers, rights, preferences, privileges, qualifications, limitations,
and restrictions granted to or imposed upon any wholly unissued class or series
of Preferred Stock, including without limiting the generality of the preceding
clause, the authority to fix or alter the dividend rights, dividend rates,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preference of said shares, all as shall be stated in such resolution or
resolutions providing for the issuance of such class or series of Preferred
Stock as may be adopted from time to time by the Board of Directors. The Board
of Directors is further authorized to determine or alter from time to time the
number of shares of Preferred Stock constituting any such class or series and
the designation thereof, and to increase or decrease the number of shares of any
class or series subsequent to the issue of such shares of that class or series,
but not the number of shares of such class or series then issued and
outstanding. In case the number of shares of any class or series shall be so
decreased, the shares removed from such class or series by such decrease shall
be restored to the status they had before their inclusion in the class or series
from which they are removed.
Subject to all of the rights of the holders of Preferred Stock that may
hereafter be issued, (i) such dividends or distributions as may be determined by
the Board of Directors, at its sole discretion, may from time to time be
declared and paid or made upon the Common Stock out of assets legally available
therefor, and (ii) except as otherwise required by law, each outstanding share
of Common Stock shall be entitled to one vote on each matter on which
stockholders of the Corporation or the holders of Common Stock shall be entitled
to vote.
FIFTH: (a) The Corporation shall, to the fullest extent permitted by
the GCL, as amended from time to time, and as provided in the bylaws of the
Corporation (the "Bylaws"), indemnify and hold harmless any and all directors
and officers whom it shall have the power to indemnify pursuant to the GCL or
the Bylaws from and against any and all liabilities (including expenses) imposed
on or reasonably incurred by such directors or officers in connection with any
actual or threatened action, suit or other proceeding in which any such director
or officer may become involved as a defendant or otherwise or by which such
director or officer may be threatened with involvement as a defendant or
otherwise, or as to which the power to indemnify may exist under the GCL or
Bylaws or otherwise at law or in equity, in each case as to actions brought by
reason of the fact that such director or officer is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other entity or enterprise, as the case may be, and such
obligation shall continue notwithstanding that any such person shall have ceased
to serve as a director or officer of the Corporation.
(b) The Corporation may, to the fullest extent permitted by the GCL,
as amended from time to time, and as provided in the Bylaws, indemnify and hold
harmless any and all persons whom it shall have the power to indemnify pursuant
to the GCL or the Bylaws from and against any and all liabilities (including
expenses) imposed on or reasonably incurred by such persons in connection with
any actual or threatened action, suit or other proceeding in which any such
person may become involved as a defendant or otherwise or by which such person
may be threatened with involvement as a defendant or otherwise, or as to which
the power to indemnify may exist under the GCL or Bylaws or otherwise at law or
in equity, in each case as to actions brought by reason of the fact that such
person is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other entity or
enterprise, as the case may be.
(c) Expenses (including attorneys' fees) incurred by a director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation. Such expenses
incurred by other employees and agents (including attorneys' fees) may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
SIXTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (1) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the GCL, or (4) for any transaction
from which the director derived any improper personal benefit. If the GCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of directors of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. No amendment or repeal of this Article SIXTH or of
Article FIFTH of this Amended and Restated Certificate of Incorporation, as it
may be further amended (this "Certificate") shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring at the time of
or prior to such amendment or repeal.
SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.
EIGHTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered to make, alter, amend or repeal the Bylaws in any
manner not inconsistent with this Certificate or the laws of the State of
Delaware, subject to the power of the stockholders of the Corporation having
voting power to alter, amend or repeal the Bylaws.
NINTH: The stockholders shall be entitled to vote only at an annual or
special meeting of the stockholders in accordance with the Bylaws and shall not
be permitted to act by written consent in lieu of a meeting.
TENTH: Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders shall be given in the manner provided in the Bylaws.
ELEVENTH: 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
upon stockholders are subject to this reservation.
TWELFTH: The amendments effected by this Restated Certificate of
Incorporation shall become effective as of 12:20 A.M. New York City time on
December 19, 2002.
THIRTEENTH: The amendments effected by this Restated Certificate of
Incorporation were adopted and approved in accordance with Sections 228, 242 and
245 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, I have signed this instrument as of December 18, 2002.
/s/ Kent M. Klineman
-----------------------
Kent. M. Klineman
Secretary