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Exhibit 3.1(a)
CERTIFICATE OF AMENDMENT
OF
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:
1. That Paragraph (a)( of Article THIRD of the 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 and (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; 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 consolidated revenues of the total businesses
to be acquired, as applicable,
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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 if the Corporation is
allocated ten percent (10%) or more of the 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."
2. 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 of a majority of the outstanding stock entitled to vote.
IN WITNESS WHEREOF, CHARTER COMMUNICATIONS, INC. has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by its
President this 31st day of August, 2000.
CHARTER COMMUNICATIONS, INC.
By: /s/ Jerald L. Kent
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Jerald L. Kent
President
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