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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CHARTER COMMUNICATIONS, INC.,
a Delaware corporation
Charter Communications, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
That Paragraph (a) of Article THIRD of the Restated Certificate of
Incorporation of this corporation is amended to read in full as follows:
"(a) CORPORATE PURPOSE. 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"); (i) provided,
however, that until all outstanding shares of Class B Common Stock of the
Corporation (as hereinafter defined) have been converted into shares of Class A
Common Stock of the Corporation (as hereinafter defined) in accordance with
Clause (b)(viii) of Article Fourth of this Certificate of Incorporation, the
Corporation shall not engage directly or indirectly, including without
limitation through any Subsidiary, in any business other than (A) the cable
transmission business, (B) as a member or shareholder of, and subscriber to, the
portal joint venture with Broadband Partners, (C) as an owner and operator of
the business of Interactive Broadcaster Services Corporation, a California
corporation ("IBSC"), which shall include solely the ownership of its assets and
continuation of its business substantially as owned and conducted at the
effective time of the merger of this Corporation with IBSC, (D) as a member of
and service provider to the joint venture for the development of a licensable
reference design for a cable set-top box with functionalities of a video
cassette recorder and a personal video recorder, (E) as a member of Cable Sports
Southeast, LLC, a Delaware limited liability company ("Cable Sports"), so long
as Cable Sports continues to conduct substantially the same business conducted
by it on October 24, 2000, and (F) as a shareholder of High Speed Access Corp.,
a Delaware corporation ("HSA"), so long as HSA continues to conduct
substantially the same business as conducted by it at the time of the
consummation of the transactions contemplated by the Stock Purchase Agreement
dated as of October 19, 2000 among the Corporation, HSA and Vulcan Ventures
Incorporated, as it may be amended from time to time; and (ii) provided further,
that to the extent that, as of the date of the closing of the initial registered
public offering of shares of Class A Common Stock on Form S-1 (the "IPO Date"),
the Corporation was directly or indirectly engaged in or had agreed to acquire
directly or indirectly any business other than a cable transmission business or
as a member of, and subscriber to, the portal joint venture with Broadband
Partners (any such other business, an "Incidental Business," and collectively,
"Incidental Businesses") so long as (A) such Incidental Businesses so engaged in
by the Corporation on the IPO Date in the aggregate on such date accounted for
less than ten percent (10%) of the consolidated revenues of the total business
engaged in by the Corporation or (B) such Incidental Businesses which on the IPO
Date the Corporation had agreed to acquire in the aggregate on such date
accounted for less than ten percent (10%) of the
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consolidated revenues of the total businesses to be acquired, as applicable, the
Corporation may, directly or indirectly, including through any Subsidiary,
continue to conduct any such Incidental Business and the foregoing limitation on
the business and purpose of the Corporation shall not require that any such
Incidental Business be divested by the Corporation, but the Corporation shall
not, directly or indirectly, expand any such Incidental Business by means of any
acquisition or any commitment of the Corporation's or any Subsidiary's resources
or financial support. "Cable transmission business" means the transmission of
video, audio (including telephony) and data over cable television systems owned,
operated or managed by the Corporation or any Subsidiary; provided, that, the
businesses of RCN Corporation and its subsidiaries shall not be deemed to be a
cable transmission business. "Subsidiary" means any corporation, limited
liability company, partnership, association, joint venture or other business
entity of which (i) if a corporation, ten percent (10%) or more of the total
voting power of shares of stock entitled to vote in the election of directors
thereof or ten percent (10%) or more of the value of the equity interests is at
the time owned or controlled, directly or indirectly, by the Corporation or one
or more of its Subsidiaries, or (ii) if a limited liability company,
partnership, association or other business entity, ten percent (10%) or more of
the partnership or other similar ownership interests thereof is at the time
owned or controlled, directly or indirectly, by the Corporation or one or more
of its Subsidiaries. The Corporation shall be deemed to have a ten percent (10%)
or greater ownership interest in a limited liability company, partnership,
association or other business entity gains or losses or shall be or control the
person managing such limited liability company, partnership, association or
other business entity."
Said Amendment has been duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law, by approval of the Board of
Directors of the corporation and by the affirmative vote of the holders of at
least a majority of the outstanding Class B Common Stock entitled to vote
thereon.
IN WITNESS WHEREOF, CHARTER COMMUNICATIONS, INC. has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by its
Senior Vice President this 24th day of October, 2000.
CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
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Name: Curtis Shaw
Title: Senior Vice President
