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Exhibit 3.1
SIXTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SOHU.COM INC.
Sohu.com Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
A. The name of the Corporation is Sohu.com Inc. The date of the filing of
its original Certificate of Incorporation (the "Original Certificate of
Incorporation") with the Secretary of State of the State of Delaware was August
2, 1996, under the name of Internet Technologies China Incorporated. The
Original Certificate of Incorporation was amended and restated on March 10,
1998, subsequently amended and restated on August 7, 1998, amended on September
28, 1999, subsequently amended and restated on October 15, 1999, subsequently
amended and restated on February 1, 2000, subsequently amended and restated on
June 22, 2000 (the "Fifth Amended and Restated Certificate of Incorporation"),
and subsequently amended on July 13, 2000.
B. This Sixth Amended and Restated Certificate of Incorporation (the
"Certificate"), which amends, restates and integrates the provisions of the
Fifth Amended and Restated Certificate of Incorporation, as amended to date, was
duly adopted by the Board of Directors of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware, as amended from time to time (the "DGCL"), and was duly adopted by
the written consent of the stockholders of the Corporation in accordance with
the applicable provisions of Sections 228, 242 and 245 of the DGCL.
C. The text of the Fifth Amended and Restated Certificate of
Incorporation, as amended to date, is hereby amended and restated in its
entirety to provide as herein set forth in full.
ARTICLE I
The name of this corporation (the "Corporation") is Sohu.com Inc.
ARTICLE II
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.
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ARTICLE IV
A. Number of Shares and Classes of Stock. The Corporation is authorized
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to issue two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares of stock which the Corporation
shall have authority to issue is Seventy-Six Million Four Hundred Thousand
(76,400,000) shares, consisting of Seventy-Five Million Four Hundred Thousand
(75,400,000) shares of Common Stock, $0.001 par value per share, and One Million
(1,000,000) shares of Preferred Stock, $0.001 par value per share.
B. Preferred Stock; The Power to Designate. The Board of Directors of the
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Corporation is hereby expressly vested with the power to issue one or more
series of the Preferred Stock of the Corporation from time to time and by
resolution to designate the powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions of any such series to the extent permitted under the
DGCL.
Subject to the rights of the holders of any series of Preferred Stock, the
number of authorized shares of any class or series of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding shares entitled to vote, irrespective of the provisions of 242(b)(2)
of the DGCL or any corresponding provision hereafter enacted.
ARTICLE V
For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:
1. The number of directors of the Corporation shall be determined in
accordance with the By-Laws. Commencing with the first annual meeting of the
stockholders after the effective date hereof, the directors of the Corporation
shall be divided into two classes, as nearly equal as reasonably possible, as
determined by the Board of Directors, with the initial term of office of the
first class of such Directors ("Class I") to expire at the second annual meeting
of the stockholders after the effective date hereof and the initial term of
office of the second class of such directors ("Class II") to expire at the third
annual meeting of the stockholders after the effective date hereof, with each
class of directors to hold office until their successors have been elected and
qualified. At each annual meeting of stockholders, directors elected to succeed
the directors whose terms expire at such annual meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders in the second
year following the year of their election and until their successors have been
duly elected and qualified. Elections of directors need not be by written ballot
except and to the extent provided in the By-Laws of the Corporation.
2. The board of directors of the Corporation is expressly authorized
to adopt, amend or repeal the By-Laws of the Corporation. The By-Laws of the
Corporation may also be altered or repealed and new By-Laws may be adopted at
any annual or special meeting of
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stockholders, by the affirmative vote of the holders of not less than a majority
of the voting power of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for purposes hereof as a single class.
3. Any action required or permitted to be taken by the stockholders
of the Corporation must be taken at a duly called annual or special meeting of
such holders and may not be taken by any consent in writing by such holders.
Except as otherwise provided for herein or required by law, special meetings of
stockholders of the Corporation for any purpose or purposes may be called only
by the Board or by the President, and any power of stockholders to call a
special meeting is specifically denied.
4. No director of the Corporation shall have any personal liability
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the foregoing shall not
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eliminate or limit the liability of a director of the Corporation (i) for any
breach of such director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transactions from which the director derived an
improper personal benefit. If the DGCL is amended after the effective date of
this Certificate to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended.
Any proposed alteration, amendment or repeal of this provision of
Article V shall require the affirmative vote of the holders of not less than 80%
of the voting power of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for the purposes hereof as a single class, provided, however, that any such
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alteration, amendment or repeal by the stockholders of the Corporation (or by
operation of law) shall not adversely affect any right or protection of a
director of the Corporation with respect to any acts or omissions of such
directors occurring prior to such amendment or repeal.
ARTICLE VI
The corporation shall, to the fullest extent permitted by Section 145 of
the DGCL, as the same may be amended and supplemented, indemnify directors of
the Corporation from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said section and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
capacity as a director and as to action in another capacity during his tenure as
a director, and shall continue as to a person who has ceased to be a director,
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Any amendment, modification or repeal of Article VI shall not adversely
affect any right or protection in favor of any director existing at the time of,
or increase the liability of any director of the Corporation with respect to any
acts or omissions of such person occurring prior to such amendment, modification
or repeal.
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ARTICLE VII
From time to time any of the provisions of this Amended and Restated
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Amended and Restated Certificate of Incorporation are granted subject to
the provisions of this Article VII.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate on July
17, 2000.
By: /s/ Timothy B. Bancroft
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Timothy B. Bancroft
Secretary
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