<PAGE>
EXHIBIT 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PROSOFT DEVELOPMENT, INC.
ProSoft Development, Inc., a corporation organized under the laws of the
State of Nevada on May 14, 1985, hereby amends and restates its Articles of
Incorporation pursuant to the provisions of Nevada Revised Statutes Sections
78.385, 78.390 and 78.403.
1. The Articles of Incorporation of the Corporation are hereby amended and
restated as follows:
ARTICLE I
NAME
The name of the Corporation is ProSoft Development, Inc.
ARTICLE II
RESIDENT AGENT
The name and address of the Corporation's resident agent is James, Driggs &
Walch, 3763 Howard Hughes Parkway, Suite 350, Las Vegas, Nevada 89109.
ARTICLE III
PURPOSE AND POWERS
The purpose for which the Company is organized is to engage in any lawful
activity except banking and insurance operations.
ARTICLE IV
AUTHORIZED CAPITAL
The Corporation shall have the authority to issue a total of 50,000,000
shares of capital stock having a par value of $.001 per share. All shares of
capital stock of the Corporation shall be of the same class and shall have the
same rights and preferences.
ARTICLE V
BOARD OF DIRECTORS
The members of the governing board of the Corporation shall be styled
directors. The board of directors consists of three (3) directors, and the
names and addresses of the persons currently serving as the directors until the
next annual meeting of shareholders, or until their successors are elected and
qualified, are:
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<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Donald L. Danks 7100 Knott Avenue, Buena Park, CA 90620
Keith D. Freadhoff 7100 Knott Avenue, Buena Park, CA 90620
William E. Richardson 7100 Knott Avenue, Buena Park, CA 90620
</TABLE>
The number of directors may be increased or decreased from time to time in
the manner provided in the Bylaws of the Corporation.
ARTICLE VI
INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
including an action by or in the right of the Corporation, by reason of the fact
that he or she 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, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit, or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
ARTICLE VII
LIMITATION OF OFFICER AND DIRECTOR LIABILITY
No officer or director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as an officer or director; provided, however, that this Article VII shall
not eliminate or limit the liability of an officer or director to the extent
provided by applicable law for: (A) acts or omissions that involve intentional
misconduct, fraud, or a knowing violation of law; or (B) authorizing the
unlawful payment of any dividend or other distribution in violation of Section
78.300 of the Nevada Revised Statutes. The limitation of liability provided
herein shall continue after an officer or director has ceased to occupy such
position as to acts or omissions occurring during such officer's or director's
term or terms of office, and no amendment or repeal of this Article VII shall
apply to or have any effect on the liability or alleged liability of any officer
or director of the Corporation for or with respect to any acts or omissions of
such officer or director occurring prior to such amendment or repeal.
2. The foregoing amendment and restatement of the Articles of
Incorporation was duly adopted by stockholders representing a majority of the
outstanding shares of the Corporation entitled to vote thereon pursuant to
shareholder action taken in lieu of a shareholder meeting, as authorized under
Nevada Revised Statutes Section 78.320.
2
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IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of August,
1996.
PROSOFT DEVELOPMENT, INC.
By: /s/ Anna Brannon
----------------------------
Anna Brannon
Executive Vice President
By: /s/ Eric W. Richardson
----------------------------
Eric W. Richardson
Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On the _____ day of _______________, 1996, personally appeared before me,
Anna Brannon and Eric W. Richardson, and duly acknowledged to me that they are
the persons who signed the foregoing instrument as President and Secretary,
respectively, and that they have read the foregoing instrument and know the
contents thereof and that the same is true of their own knowledge except as to
those matters upon which they operate on information and belief and as to those
matters believe them to be true.
________________________________
Notary Public
My commission expires:___________
3
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
PROSOFT DEVELOPMENT, INC.
We the undersigned President and Secretary of ProSoft Development,
Inc. do hereby certify:
That the Board of Directors of said Corporation pursuant to an Action
by Unanimous Written Consent of the Board on the 25th day of September, 1996,
adopted a resolution to amend the Restated Articles of Incorporation as follows:
Article I is hereby amended to read as follows:
"ARTICLE I
NAME
The name of the Corporation is Prosoft I-Net Solutions, Inc."
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 7,336,404; that the said change
and amendment have been consented to and approved by a vote of the stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon.
DATED: October 18, 1996 /s/Donald Danks
------------------------------
Donald Danks, President
/s/Eric W. Richardson
--------------------------------
Eric W. Richardson, Secretary
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
On 10-18-96 before me, Caryl Evelyn Townsend, a notary public in and
for said State, personally appeared DONALD DANKS and ERIC W. RICHARDSON,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/Caryl Evelyn Townsend (Seal)
------------------------------------
2
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
PROSOFT I-NET SOLUTIONS, INC.
We the undersigned President and Secretary of Prosoft I-Net Solutions,
Inc. do hereby certify:
That the Board of Directors of said Corporation pursuant to an Action
by Unanimous Written Consent of the Board on the 1st day of September, 1998,
adopted a resolution to amend the Restated Articles of Incorporation as follows:
Article I is hereby amended to read as follows:
"ARTICLE I
NAME
The name of the Corporation is "prosofttraining.com."
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 11,770,242, that the said
change and amendment have been consented to and approved by a vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
DATED: January 25, 1999 /s/ John Buckley
-----------------------------------
John J. Buckley, President
/s/ Kimberly V. Johnston
-----------------------------------
Kimberly V. Johnston, Secretary
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
PROSOFTTRAINING.COM
We the undersigned President and Secretary of Prosofttraining.com do hereby
certify:
That the Board of Directors of said Corporation at a meeting duly convened,
held on the 20/th/ day of September 2000, adopted a resolution to amend the
Restated Articles of Incorporation as follows:
Article IV is hereby amended in its entirety to read as follows:
"ARTICLE IV
AUTHORIZED CAPITAL
The Corporation shall have the authority to issue a total of
75,000,000 shares of capital stock having a par value of $.001 per share. All
shares of capital stock of the Corporation shall be the same class and shall
have the same rights and preferences."
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 22,707,587; that the said
change and amendment have been consented to and approved by a vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
DATED: December 18, 2000 /s/ David I. Perl
------------------------------
David I. Perl, President
/s/ James P. Stapleton
------------------------------
James P. Stapleton, Secretary
STATE OF TEXAS )
) ss
COUNTY OF TRAVIS )
On December 18, 2000, personally appeared before me, a Notary Public,
David I. Perl and James P. Stapleton, who acknowledged that they executed the
above instrument.
s/ Gary F. Gilliam
------------------
Signature of Notary
(Notary Stamp or Seal)
