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EXHIBIT 3.1
METRO INFORMATION SERVICES, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
ARTICLE I
NAME
The name of the Corporation is Metro Information Services, Inc.
ARTICLE II
PURPOSE
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the Virginia Stock Corporation Act, as amended (the "Act").
ARTICLE III
AUTHORIZED SHARES
3.1 NUMBER AND DESIGNATION. The aggregate number and designation of
shares which the Corporation shall have the authority to issue and the par value
per share are as follows:
<TABLE>
<CAPTION>
Class Number of Shares Par Value
----- ---------------- ---------
<S> <C> <C>
Preferred 1,000,000 $0.01
Common 50,000,000 $0.01
</TABLE>
3.2 PREEMPTIVE RIGHTS. No holder of outstanding shares of any class
shall have any preemptive right with respect to (i) any shares of any class of
the Corporation, whether now or hereafter authorized (ii) any warrants, rights
or options to purchase any such shares or (iii) any obligations convertible into
or exchangeable for any such shares or into warrants, rights or options to
purchase any such shares.
ARTICLE IV
PREFERRED SHARES
4.1 ISSUANCE IN SERIES. The Board of Directors (the "Board"), by the
affirmative vote of at least a majority of the members of the Board, is
authorized to issue the Preferred Shares referred to in paragraph 3.1
("Preferred Shares") above from time to time in one or more series and to
provide for the designation, preferences, limitations and relative rights of the
Preferred Shares of each series of preferred stock by the adoption of Articles
of Amendment to the Articles of Incorporation of the Corporation setting forth
the following:
(i) the maximum number of shares in the series and the
designation of the series, which designation shall distinguish the shares
thereof from the shares of any other series or class;
(ii) whether shares of the series shall have special,
conditional or limited voting rights or no right to vote, except to the extent
prohibited by law;
(iii) whether shares of the series are redeemable or
convertible:
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(a) at the option of the Corporation, a shareholder
or another person or on the occurrence of a designated event;
(b) for cash, indebtedness, securities or other
property; or
(c) in a designated amount or in an amount determined
in accordance with a designated formula or by reference to extrinsic data or
events;
(iv) any right of holders of shares of the series to
distributions, calculated in any manner, including the rate or rates of
dividends, and whether dividends shall be cumulative, noncumulative or partially
cumulative;
(v) the amount payable on the shares of the series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(vi) any preference of the shares of the series over the
shares of any other series or class with respect to distributions, including
dividends, and with respect to distributions on in the liquidation, dissolution
or winding up of the affairs of the Corporation; and
(vii) any other preferences, limitations or specified rights
(including a right that no transaction of a specified nature shall be
consummated while any shares of such series remain outstanding, except on the
assent of all or a specified portion of such shares) now or hereafter permitted
by the laws of the Commonwealth of Virginia and not inconsistent with the
provisions of this Section 4.1.
Except as to the designations, preferences, limitations and relative
rights of each series of Preferred Shares which the Board is authorized to
establish, as is hereinabove set forth, all Preferred Shares, regardless of
series shall rank in a parity as to dividends (whether the dividend rates or
payment dates are different) and as to rights in the liquidation, dissolution or
winding up of the affairs of the Corporation (whether the redemption or
liquidation prices are different).
4.2 ARTICLES OF AMENDMENT. Before the issuance of any shares of a
series, Articles of Amendment establishing such series shall be filed with and
made effective by the State Corporation Commission of Virginia, as required by
law.
ARTICLE V
COMMON SHARES
5.1 CLASSES AND VOTING RIGHTS. As stated in Article III, the
Corporation shall be authorized to issue fifty million (50,000,000) shares of
common stock of the Corporation which shall be divided into two classes, Common
Stock and Nonvoting Common Stock. The Corporation may issue up to forty-nine
million (49,000,000) shares of Common Stock and one million (1,000,000) shares
of Nonvoting Common Stock. Common Stock shall have the sole right to vote and
the Nonvoting Common Stock shall have no right to vote; provided, however, in
all other respects, the Common Stock and the Nonvoting Common Stock shall have
identical rights.
5.2 DISTRIBUTIONS. Subject to the rights of the holders of any existing
shares ranking prior to Common as to dividends or rights in the liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
Common shall be entitled to share equally, share for share, in distributions,
including dividends, when declared by the Board and in the net assets of the
Corporation on the liquidation, dissolution or winding up of the affairs of the
Corporation.
5.3 EXISTING SHARES. On the date these restated Articles are effective
and without further action by the Corporation, each issued and outstanding share
of the Corporation's Class A Common Stock shall become an issued and outstanding
share of Common Stock and each issued and outstanding share of the Corporation's
Class B Common
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Stock shall become an issued and outstanding share of Nonvoting Common Stock.
ARTICLE VI
BOARD OF DIRECTORS
6.1 STAGGERED BOARD. The Board of Directors of the Corporation shall
consist of one or more individuals, with the number fixed in accordance with the
Bylaws of the Corporation (the "Bylaws"). Beginning with the first meeting of
shareholders at which three or more directors are to be elected and thereafter
so long as the Corporation has three or more directors, the members of the Board
of Directors shall be divided into three classes, Class 1, Class 2 and Class 3,
as nearly equal in number as possible. In that event, the terms of the directors
in Class 1 shall expire at the first annual shareholders' meeting after their
election, the terms of Class 2 directors shall expire at the second annual
shareholders' meeting following their election and the terms of the Class 3
directors shall expire at the third annual shareholders' meeting after their
election. At each annual shareholders' meeting after the first elections of the
Class 1, Class 2 and Class 3 directors, as the case may be, directors shall be
chosen for a term of three (3) years.
6.2 NEW DIRECTORS. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be apportioned
among the classes by the Board as to make all classes as nearly equal in number
as possible.
6.3 REMOVAL. Any director whose term has not expired may be removed by
the shareholders only at the annual meeting of shareholders. Removal of a
director by the shareholders shall require a two-thirds vote of the outstanding
shares entitled to vote. The Board may remove any director at any time, provided
no less than two-thirds of the Board votes in favor of the director's removal.
ARTICLE VII
LIMIT ON LIABILITY AND INDEMNIFICATION
7.1 DEFINITIONS. For purposes of this Article the following definitions
shall apply:
(i) "Corporation" means this Corporation only and no
predecessor entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees, and
costs of investigation (including litigation and appeal), as well as any amounts
expended in asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment,
settlement, penalty, fine or other such obligation, including, without
limitation, any excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity" means a corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other
enterprise;
(v) "predecessor entity" means a legal entity the existence of
which ceased on its acquisition by the Corporation in a merger or otherwise; and
(vi) "proceeding" means any threatened, pending or completed
action, suit, proceeding or appeal whether civil, criminal, administrative or
investigative and whether formal or informal.
7.2 LIMIT ON LIABILITY. The directors and officers of this Corporation
shall not be liable to the Corporation or its shareholders in any instance in
which the Act (as it exists on the date these Articles are effective or as it
exists on the date of an amendment hereto) permits the limitation or elimination
of liability of directors or officers of a corporation to the corporation or its
shareholders.
7.3 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
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because such individual is or was a director or officer of the Corporation or
because such individual is or was serving the Corporation or any other legal
entity in any capacity at the request of the Corporation while a director or
officer of the Corporation, against all liabilities and reasonable expenses
incurred in the proceeding, except to the extent that such liabilities and
expenses are incurred because of such individual's willful misconduct or knowing
violation of the criminal law. Service as a director or officer of a legal
entity controlled by the Corporation shall be deemed service at the request of
the Corporation.
(i) The determination that indemnification under Section 7.3
is permissible and the evaluation as to the reasonableness of expenses in a
specific case shall be made, in the case of a director, as provided by law and,
in the case of an officer, as provided in Section 7.4 of this Article; provided,
however, that if a majority of the directors of the Corporation has changed
after the date of the alleged conduct giving rise to a claim for
indemnification, such determination and evaluation shall, at the option of the
person claiming indemnification, be made by special legal counsel agreed on by
the Board and such person.
(ii) Unless a determination has been made that indemnification
is not permissible, the Corporation shall make advances and reimbursements for
expenses incurred by a director or officer in a proceeding on receipt of an
undertaking from such director or officer to repay the same if it is ultimately
determined that such director or officer is not entitled to indemnification.
Such undertaking shall be an unlimited, unsecured general obligation of the
director or officer and shall be accepted without reference to such director's
or officer's ability to make repayment.
(iii) The termination of a proceeding by judgment, order,
settlement, conviction or on a plea of NOLO CONTENDERE or its equivalent shall
not of itself create a presumption that a director or officer acted in such a
manner as to make such director or officer ineligible for indemnification.
(iv) The Corporation is authorized to contract in advance to
indemnify and make advances and reimbursements for expenses to any of its
directors or officers to the same extent provided in this Section 7.3.
(v) No person's rights under Section 7.3 of this Article shall
be limited by the provisions of Section 7.4.
7.4 INDEMNIFICATION OF OTHERS. The Corporation may, to a lesser extent
or to the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers pursuant
to Section 7.3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities and any person serving any
other legal entity in any capacity at the request of the Corporation and may
contract in advance to do so. The determination that indemnification under
Section 7.4 is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time to time by general or specific action of the Board,
which action may be taken before or after a claim for indemnification is made,
or as otherwise provided by law.
7.5 MISCELLANEOUS.
(i) The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs, executors
and administrators.
(ii) Special legal counsel selected to make determinations
under this Article may be counsel for the Corporation.
(iii) Indemnification pursuant to this Article shall not be
exclusive of any other right of indemnification to which any person may be
entitled, including, without limitation, the mandatory indemnification of
directors pursuant to Section 13.1-698 of the Act and the mandatory
indemnification of officers pursuant to Section 13.1-702 of the Act, as they
exist on the date these Articles are effective or on the date of an amendment
hereto, indemnification pursuant to a valid contract, indemnification by legal
entities other than the Corporation and indemnification under policies of
insurance purchased and maintained by the Corporation or others. No person shall
be
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entitled to indemnification by the Corporation, however, to the extent such
person is indemnified by another, including an insurer.
(iv) The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability.
(v) The provisions of this Article shall not be deemed to
preclude the Corporation from entering into contracts otherwise permitted by law
with any individuals or legal entities, including those named above.
(vi) If any provision of this Article or its application to
any person or circumstance is held invalid by a court of competent jurisdiction,
the invalidity shall not affect other provisions or applications of this Article
and, to this end, the provisions of this Article are severable.
7.6 AMENDMENTS. The Bylaws may modify or amend this Article to expand
the provisions of this Article. The Bylaws, however, may not restrict or limit
the provisions of this Article. No amendment, modification or repeal of this
Article shall diminish the rights provided hereunder to any person arising from
conduct or events occurring before the adoption of such amendment, modification
or repeal.
ARTICLE VIII
BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board is expressly authorized to make, alter or repeal the Bylaws.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles in the manner now or hereafter
provided in these Articles and by the laws of the Commonwealth of Virginia and
all rights conferred on shareholders by these Articles are granted subject to
this reservation.
ARTICLE X
VOTING REQUIREMENTS
Each of the following actions shall be approved by the holders of a
majority of all the votes entitled to be cast on the action at a meeting at
which a quorum exists: (1) the amendment or restatement of the Articles of
Incorporation for which shareholder approval is required; (2) the merger, share
exchange or consolidation of the Corporation with any other corporation, limited
liability company, partnership or any other entity; or (3) the sale, lease,
exchange or other disposal of all or substantially all of the Corporation's
assets.
ARTICLE XI
ADMINISTRATIVE PROCEDURES
Meetings of shareholders may be held within or without the Commonwealth
of Virginia, as the Bylaws may provide. The books of the Corporation may be kept
outside the Commonwealth of Virginia at a place or places designated from time
to time by the Board or in the Bylaws. Election of directors need not be by
written ballot unless the Bylaws so provide.
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ARTICLE XII
SUPERSESSION
These restated Articles of Incorporation supersede and take the place
of all existing Articles of Incorporation and all amendments.
ARTICLE XIII
EXISTENCE
The Corporation shall have perpetual existence.
I hereby certify that this is a true and correct copy of the Articles
of Incorporation of Metro Information Services, Inc. recommended by the Board to
the stockholders and approved by the stockholders on the 13th day of June, 2000.
METRO INFORMATION SERVICES, INC.
By /s/ ROBERT J. EVELEIGH
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Robert J. Eveleigh
SECRETARY
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