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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
TALITY CORPORATION
ARTICLE I
NAME OF CORPORATION
The name of this Corporation is:
TALITY CORPORATION
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Delaware is National Corporate Research Ltd., City of Dover, County of Kent, and
the name of its registered agent at that address is 615 South Dupont Highway,
Dover DE 19901.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware, as may be amended or replaced (the "DGCL").
ARTICLE IV
AUTHORIZED CAPITAL STOCK
SECTION 1. Number of Authorized Shares. The total number of shares
of all classes of stock that the Corporation shall have authority to issue is
one hundred million (100,000,000) shares, all of which shares shall be common
stock, par value $0.001 per share (the "Common Stock").
SECTION 2. Authorized Common Stock. The Common Stock shall consist
solely of two classes designated "Class A Common Stock" and "Class B Common
Stock." The authorized number of shares of Class A Common Stock shall be
ninety-nine million nine hundred ninety-nine thousand (99,999,000) and the
authorized number of shares of Class B Common Stock shall be one thousand
(1,000). The Board of Directors of the Corporation (the
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"Board of Directors") may (or, as specified below, shall) authorize the issuance
of shares of Class A Common Stock and shares of Class B Common Stock from time
to time subject to the foregoing.
SECTION 3. Terms of Common Stock; Voting.
(a) All shares of Common Stock will be identical in all respects and
will entitle the holders thereof to the same rights and privileges, except as
set forth in (b) below. All classes of Common Stock shall vote together as a
single class on all matters submitted to a vote of the stockholders.
(b) Holders of shares of Class A Common Stock shall be entitled to
one vote per share and holders of shares of Class B Common Stock shall be
entitled to 83,850,000 votes per share.
ARTICLE V
MANAGEMENT OF THE AFFAIRS OF THE CORPORATION
SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by the Board of Directors, which may exercise all
the powers of the Corporation and do all such lawful acts and things that are
not conferred upon or reserved to the stockholders by law, by this Certificate
or the Bylaws.
SECTION 2. Additional Management Provisions.
(a) The Board of Directors shall have the power to make, alter,
amend, change, repeal or rescind the Bylaws by the affirmative vote of a
majority of the members of the Board of Directors then in office.
(b) The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the Bylaws of the Corporation. A
director shall hold office until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
The Corporation may in the Bylaws confer powers upon the Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.
ARTICLE VI
LIMITATIONS ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i)
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for any breach of the 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 transaction from which the director derived an
improper personal benefit. If the DGCL is amended 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 repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE VII
CORPORATE POWER
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate, in the manner now or hereafter
prescribed by statute, and all rights conferred on stockholders herein are
granted subject to this reservation.
ARTICLE VIII
INCORPORATOR
The name and mailing address of the incorporator of the Corporation is:
Tami Girardi
c/o National Corporate Research, Ltd.
615 South Dupont Highway
Dover, Delaware 19901
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the DGCL, does make and file this
Certificate.
Dated: July 13, 2000
/s/ TAMI GIRARDI
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Tami Girardi, Incorporator
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