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EXHIBIT 3.2
YOUCENTRIC, INC.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
Adopted in accordance with the
provisions of Chapter 55
of the General Statutes of North Carolina
ARTICLE 1. Name. The name of the Corporation is YOUcentric, Inc.
ARTICLE 2. Registered Office. The address of the current registered
office of this Corporation in the State of North Carolina is
___________________, Charlotte, North Carolina ______, Mecklenburg County, and
the name of the registered agent of this Corporation in the State of North
Carolina is Thomas M. Fedell. The mailing address of the registered office is
that as in the previous sentence.
ARTICLE 3. Authorized Shares. The Corporation is authorized to issue
two classes of shares to be designated common stock ("Common Stock") and
preferred stock ("Preferred Stock"). The number of shares of Common Stock
authorized to be issued is one hundred million (100,000,000), no par value, and
the number of Preferred Stock authorized to be issued is five million
(5,000,000), no par value.
Holders of the Common Stock are entitled to the entire voting power,
all distributions declared and all assets of the Corporation upon dissolution,
subject to the rights and preferences, if any, of the holders of Preferred Stock
to such voting powers, dividends and assets upon dissolution pursuant to
applicable law and the resolution or resolutions of the Board of Directors
providing for the issue of one or more series of Preferred Stock.
The Board of Directors is hereby expressly authorized to issue, at any
time and from time to time, shares of Preferred Stock in one or more series,
without further shareholder approval. The number of shares within any such
wholly unissued series shall be designated by the Board of Directors in one or
more resolutions and the shares of each series so designated shall have such
preferences with respect to the Common Stock and other series of Preferred
Stock, and such other rights, restrictions or limitations with respect to
voting, dividends, conversion, exchange, redemption and any other matters, as
may be set forth in one or more resolutions adopted by the Board of Directors.
If and to the extent required by law, the Board of Directors must file Articles
of Amendment setting forth any designation, preferences, rights, restrictions or
limitations of other series of Preferred Stock with the North Carolina Secretary
of State prior to issuance of any shares of such series.
The authority of the Board of Directors with respect to the
establishment of each series of Preferred Stock shall include, without limiting
the generality of the foregoing, determination of the following matters which
may vary between series:
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(a) The distinctive designation of that series and the number of
shares constituting that series, which number may be increased
(except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number
of shares of such series then outstanding) from time to time;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, to
payments of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of
such voting rights;
(d) Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including
provisions for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(e) Whether the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which
amount may vary under different conditions;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that series; and
(h) Any other relative preferences, rights, restrictions or
limitations of that series, including but not limited to any
obligations of the Corporation to repurchase shares of the
series upon specified events.
ARTICLE 4. Special Meetings. Special meetings of the shareholders of
the Corporation for any purpose or purposes may be called at any time by the
Chairman of the Board, the President or by a majority of the members of the
Board of Directors, but special meetings may not be called by any other person
or persons.
ARTICLE 5. Number of Directors. The number of directors of the
Corporation shall be fixed by the bylaws.
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ARTICLE 6. Removal of Directors. Directors of this Corporation may be
removed only for cause. The entire Board of Directors of this Corporation may be
removed from office only for cause.
ARTICLE 7. Director Liability. To the fullest extent permitted by the
North Carolina Business Corporations Act as it now exists or may hereafter be
amended, no director of the Corporation shall have personal liability arising
out of an action whether by or in the right of the Corporation or otherwise for
monetary damages for breach of his or her duty as a director; provided, however,
that the foregoing shall not limit or eliminate the personal liability of a
director with respect to those acts, omissions, or transactions for which the
personal liability of a director may not be limited or eliminated as set forth
in North Carolina General Statute Section 55-2-02 as it is currently enacted or
as it may be amended, modified or rewritten from time to time in the future or
as otherwise set forth in the North Carolina General Statutes as they are
currently or as they may be enacted, modified or rewritten from time to time in
the future.
Furthermore, notwithstanding the foregoing provision, in the event that
Section 55-2-02 or any other provision of the North Carolina General Statute is
amended, modified or rewritten to permit further limitation or elimination of
the personal liability of the director, the personal liability of the
Corporation's directors shall be limited or eliminated to the fullest extent
permitted by the applicable law.
This Article shall not affect a charter or bylaw provision or contract
or resolution of the Corporation indemnifying or agreeing to indemnify a
director against personal liability. Any repeal or modification of this Article
shall not adversely affect any limitation hereunder on the personal liability of
the director with respect to acts or omissions occurring prior to such repeal or
modification.
ARTICLE 8. Indemnification.
(a) Any person who at any time serves or has served: (1) as a
director or officer of the Corporation; (2) at the request of
the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic Corporation,
partnership, joint venture, trust, or other enterprise; or (3)
at the request of the Corporation as a trustee or
administrator under an employee benefit plan, shall have a
right to be indemnified by the Corporation to the fullest
extent from time to time permitted by law against Liability
and Expenses in any Proceeding (including without limitation a
Proceeding brought by or on behalf of the Corporation itself)
arising out of his status as such or activities in any of the
foregoing capacities or results from him being called as a
witness at a time when he has not been made a named defendant
or respondent to any Proceeding.
(b) The Board of Directors of the Corporation shall take all such
action as may be necessary and appropriate to authorize the
Corporation to pay the indemnification required by this
provision, including, without limitation, to the extent
needed, making a good faith evaluation of the manner in which
the claimant for indemnity acted and of the reasonable amount
of indemnity due him.
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(c) Any person who at any time serves or has served in any of the
aforesaid capacities for or on behalf of the Corporation shall
be deemed to be doing or to have done so in reliance upon, and
as consideration for, the rights provided for herein. Any
repeal or modification of these indemnification provisions
shall not affect any rights or obligations existing at the
time of such repeal or modification. The rights provided for
herein shall inure to the benefit of the legal representatives
of any such person and shall not be exclusive of any other
rights to which such person may be entitled apart from this
provision.
(d) The rights granted herein shall not be limited by the
provisions contained in Sections 55-8-51 through 55-8-56 of
the North Carolina Business Corporation Act or any successor
to such statutes.
(e) The Corporation shall (upon receipt of an undertaking by or on
behalf of the Director, officer, employee or agent involved to
repay the Expenses described herein unless it shall ultimately
be determined that he is entitled to be indemnified by the
Corporation against such Expenses) pay Expenses incurred by
such Director, officer, employee or agent in defending a
Proceeding or appearing as a witness at a time when he has not
been named as a defendant or a respondent with respect thereto
in advance of the final disposition of such Proceeding.
(f) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent 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
domestic or foreign Corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator
under an employee benefit plan against any liability asserted
against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him or her
against such liability.
(g) The following terms as used in this Article shall have the
following meanings. "Proceeding" means any threatened, pending
or completed action, suit, or proceeding and any appeal
therein (and any inquiry or investigation that could lead to
such action, suit, or proceeding), whether civil, criminal,
administrative, investigative or arbitrative and whether
formal or informal. "Expenses" means expenses of every kind,
including counsel fees. "Liability" means the obligation to
pay a judgment, settlement, penalty, fine (including an excise
tax assessed with respect to an employee benefit plan),
reasonable expenses incurred with respect to a Proceeding and
all reasonable expenses incurred in enforcing the
indemnification rights provided herein. "Director," "officer,"
"employee" and "agent" include the estate or personal
representative of a Director, officer, employee or agent.
"Corporation" shall include any domestic or foreign
predecessor of the Corporation in a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
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ARTICLE 9. Bylaws. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
adopt, amend, repeal, alter and rescind any or all of the bylaws of the
Corporation.
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