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Exhibit 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
METAVANTE CORPORATION
These amended and restated Articles of Incorporation supercede and
replace the heretofore existing Articles of Incorporation of Metavante
Corporation, as amended, a Wisconsin corporation organized under Chapter 180 of
the Wisconsin Statutes.
ARTICLE I
NAME
The name of the Corporation is Metavante Corporation.
ARTICLE II
PURPOSES
The Corporation is authorized to engage in any lawful activity for
which corporations may be organized under the Wisconsin Business Corporation Law
and any successor provisions.
ARTICLE III
CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the
authority to issue, the designation of each class of shares, the authorized
number of shares of each class and the par value thereof per share shall be as
follows:
Designation of Par Value Authorized
Class Per Share Number of Shares
-------------- --------- ----------------
Common Stock ....................... $.01 300,000,000
Preferred Stock .................... $.01 20,000,000
The preferences, limitations and relative rights of shares of each
class and series thereof, if any, and the authority of the Board of Directors of
the Corporation to create and to designate series of Preferred Stock and to
determine the preferences, limitations and relative rights as between series
shall be as follows:
A. Common Stock.
1. Voting. Except as otherwise provided by law and except as
may be determined by the Board of Directors of the Corporation with
respect to shares of Preferred Stock as provided in Section B, below,
only the holders of shares of Common Stock shall be
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entitled to vote for the election of directors of the Corporation and
for all other corporate purposes. Except as otherwise provided by law,
upon any such vote, each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held of record by such
shareholder.
2. Dividends. Subject to the provisions of paragraph (2) of
Section B, below, the holders of Common Stock shall be entitled to
receive such dividends as may be declared thereon from time to time by
the Board of Directors of the Corporation, in its discretion, out of
any funds of the Corporation at the time legally available for payment
of dividends.
3. Liquidation. In the event of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation, after there
have been paid to or set aside for the holders of shares of Preferred
Stock the full preferential amounts, if any, to which they are
entitled as provided in paragraph (3) of Section B, below, the holders
of outstanding shares of Common Stock shall be entitled to share
ratably, according to the number of shares held by each, in the
remaining assets of the Corporation available for distribution.
B. Preferred Stock.
1. Series and Variations Between Series. The Board of Directors
of the Corporation is authorized, to the full extent permitted under
the Wisconsin Business Corporation Law and the provisions of this
Section B, to provide for the issuance of the Preferred Stock in one
or more series, each of such series to be distinctively designated,
and to have such voting rights, redemption or conversion rights,
dividend or distribution rights, preferences with respect to dividends
or distributions, or other preferences, limitations or relative rights
as shall be provided by the Board of Directors of the Corporation
consistent with the provisions of the Wisconsin Business Corporation
Law and this Article III. The Board of Directors of the Corporation,
unless otherwise provided when the series is established, may increase
or decrease the number of shares of any series, provided that the
number of shares of any series shall not be reduced below the number
of shares then outstanding.
2. Dividends. Before any dividends (other than a dividend
payable solely in Common Stock) shall be paid or set apart for payment
upon shares of Common Stock, the holders of each series of Preferred
Stock shall be entitled to receive dividends at the rate (which may be
fixed or variable) and at such times as specified in the particular
series, if any. The holders of shares of Preferred Stock shall have no
rights to participate with the holders of shares of Common Stock in
any dividends in excess of the preferential dividends, if any, fixed
for such Preferred Stock.
3. Liquidation. In the event of liquidation, dissolution or
winding up (whether voluntary or involuntary) of the Corporation, the
holders of shares of Preferred Stock shall be entitled to be paid the
full amount payable on such shares upon the liquidation,
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dissolution or winding up of the Corporation fixed by the Board of
Directors with respect to such shares, if any, before any amount shall
be paid to the holders of the Common Stock.
ARTICLE IV
BOARD OF DIRECTORS
A. Number. The number of directors (exclusive of directors, if any,
elected by the holders of one or more series of Preferred Stock, voting
separately as a series pursuant to the provision of these Articles of
Incorporation applicable thereto) shall not be less than one (1) nor more than
fifteen (15) directors, the exact number of directors to be determined from time
to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors then in office.
B. Classification of Board. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Class I directors
shall be elected initially for a one-year term, Class II directors shall be
elected initially for a two-year term and Class III directors shall be elected
initially for a three-year term. At each succeeding annual meeting of
shareholders beginning in 2001, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. Each
class shall consist, as nearly as possible, of one-third of the total number of
directors constituting the entire Board of Directors. If the number of directors
is changed by resolution of the Board of Directors pursuant to this Article IV,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, but
in no case shall a decrease in the number of directors shorten the term of any
incumbent director.
C. Tenure and Vacancies. A director shall hold office until the
annual meeting for the year in which his or her term expires and until his or
her successor shall be elected and shall qualify. Any newly created directorship
resulting from an increase in the number of directors and any other vacancy on
the Board of Directors, however caused, shall be filled by the vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director so elected to fill any vacancy on the
Board of Directors, including a vacancy created by an increase in the number of
directors, shall hold office for the remaining term of directors of the class to
which he or she has been elected and until his or her successor shall be elected
and shall qualify.
D. Removal of Directors. Exclusive of directors, if any, elected by
the holders of one or more classes or series of Preferred Stock, no director of
the Corporation may be removed from office, except for Cause and by the
affirmative vote of not less than 75% of the outstanding shares of capital stock
of the Corporation entitled to vote at a meeting of shareholders duly called for
such purpose. As used in this Article IV, the term "Cause" shall mean solely
malfeasance arising from the performance of a director's duties which has a
materially adverse effect on the business of the Corporation.
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E. Nominations of Directors. No person, except those nominated by or
at the direction of the Board of Directors, shall be eligible for election as a
director at any annual or special meeting of shareholders unless a written
request, in the form established by the Corporation's By-laws, that a person's
name be placed in nomination is received from a shareholder of record by the
Secretary of the Corporation, together with the written consent of such person
to serve as a director, (i) with respect to an election held at an annual
meeting of shareholders, not less than one hundred twenty (120) days prior to
the anniversary date of the annual meeting of shareholders in the immediately
preceding year, or (ii) with respect to an election held at a special meeting of
shareholders for the election of directors, not later than the close of business
on the eighth day following the date of the earlier of public announcement or
notice of such meeting.
Notwithstanding anything contained in these Articles of Incorporation
to the contrary, this Article IV may be amended, altered or repealed only by the
affirmative vote of the holders of not less than 75% of the outstanding total
shares of stock of the Corporation entitled to vote at a meeting of shareholders
duly called for such purpose and by the affirmative vote of the holders of not
less than 75% of the outstanding shares of each class or series, if any,
entitled to vote thereon at such meeting.
ARTICLE V
PREEMPTIVE RIGHTS
No holder of any shares of the Corporation shall have any preemptive
or subscription rights nor be entitled, as of right, to purchase or subscribe
for any part of the unissued shares of the Corporation or of any additional
shares issued by reason of any increase of authorized shares of the Corporation
or other securities whether or not convertible into shares of the Corporation.
ARTICLE VI
SHARE DIVIDENDS
A dividend payable in shares of any class or series of the Corporation
may be paid in shares of any other class or series.
ARTICLE VII
SHAREHOLDER ACTION
The shareholders of the Corporation shall not be entitled to take
action without a meeting by less than unanimous consent.
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ARTICLE VIII
AMENDMENT OF BY-LAWS
Notwithstanding any other provision of these Articles of Incorporation
or the Corporation's By-laws, the Corporation's By-laws may be amended, altered
or repealed, and new By-laws may be enacted, only by the affirmative vote of the
holders of not less than 75% of the outstanding shares of capital stock of the
Corporation entitled to vote at a meeting of shareholders duly called for such
purpose and by the affirmative vote of the holders of not less than 75% of the
outstanding shares of each class or series, if any, entitled to vote thereon at
such meeting, or by a vote of not less than a majority of the entire Board of
Directors then in office.
Notwithstanding anything contained in these Articles of Incorporation
to the contrary, this Article VIII may be amended, altered or repealed only by
the affirmative vote of the holders of not less than 75% of the outstanding
total shares of stock of the Corporation entitled to vote at a meeting of
shareholders duly called for such purpose and by the affirmative vote of the
holders of not less than 75% of the outstanding shares of each class or series,
if any, entitled to vote thereon at such meeting.
ARTICLE IX
VOTING PROVISION
Pursuant to Section 180.1706 of the Wisconsin Statutes, the voting
requirements of Sections 180.1003(3), 180.1103(3), 180.1202(3), 180.1402(3), and
180.1404(2) of the Wisconsin Statutes apply to the Corporation.
ARTICLE X
REGISTERED OFFICE
The address of the registered office of the Corporation is 44 East
Mifflin Street, Madison, Wisconsin 53703. The name of its initial registered
agent at such address is CT Corporation System.
This instrument was drafted by:
Randall J. Erickson
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
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