EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CE SOFTWARE, INC.
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to sections 1003 and 1007 of the Iowa Business Corporation Act,
the undersigned corporation adopts the following Amended and Restated Articles
of Incorporation:
ARTICLE 1
NAME
The name of the corporation is CE Software, Inc. (the "Corporation").
ARTICLE 2
SHARES
The aggregate number of shares the corporation has authority to issue
shall be 10,000,000 shares, all of which shall be designated Common Stock with a
par value of $.10. All of the shares of Common Stock of the corporation of the
par value of $1.00 issued and outstanding immediately prior to the time this
amendment becomes effective shall be and are by this means automatically
reclassified and changed (without any further act) into shares of the par value
of $.10, the number of which shall equal the product derived from multiplying
the number of such shares by 10.
ARTICLE 3
DIRECTORS
The number of directors shall be the number specified in or fixed in
accordance with the Bylaws. The Board of Directors shall have power to fix or
change the number of directors, unless the shareholders, in amending or
repealing the bylaws, provide expressly that the Board of Directors shall not
amend or repeal the bylaw establishing the number of directors.
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ARTICLE 4
NONLIABILITY AND INDEMNIFICATION
A. A director of this Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law; (iii) for a transaction from which the director derived an
improper personal benefit; or (iv) for an unlawful distribution in accordance
with section 833 of the Iowa Business Corporation Act (or any similar provision
of any subsequent law enacted in Iowa). If the law of the Corporation's state of
incorporation is hereafter changed to permit further elimination or limitation
of the liability of directors for monetary damages to the Corporation or its
shareholders, then the liability of a director of this Corporation shall be
eliminated or limited to the fullest extent then permitted.
B. Each individual who is or was a director or officer of the Corporation
(and the heirs, executors, personal representatives, or administrators of such
individual) who was or is made a party to or is involved in any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such person 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, partner, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise ("Indemnitee") shall be indemnified and held harmless
by the Corporation to the fullest extent permitted by applicable law, as the
same exists or may hereafter be amended. In addition to the indemnification
conferred in this article, the Indemnitee shall also be entitled to have paid
directly by the Corporation the expenses reasonably incurred in defending any
such proceeding against such Indemnitee in advance of its final disposition, to
the fullest extent authorized by applicable law, as the same exists or may
hereafter be amended. The right to indemnification conferred in this Article
shall be a contract right.
C. The Corporation may, by action of the Board of Directors, provide
indemnification to such of the officers, employees, and agents of the
Corporation to such extent and to such effect as the Board of Directors shall
determine to be appropriate and authorized by applicable law.
D. The rights and authority conferred in this article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, or Bylaws of the
Corporation, agreement, vote of shareholders or disinterested directors, or
otherwise.
E. Any repeal or amendment of this article by the shareholders of the
Corporation shall not adversely affect any right or protection of a director or
officer existing at the time of such repeal or amendment.
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ARTICLE 5
PREEMPTIVE RIGHTS
No holder of any shares of the stock of the Corporation of any class shall
have any preemptive right to purchase, subscribe for, or otherwise acquire any
shares of stock of the Corporation of any class now or hereafter authorized, or
any securities exchangeable for or convertible into such shares, or any warrants
or other instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.
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