<PAGE> 1
EXHIBIT 3.1(a)
ARTICLES OF INCORPORATION
OF
ECHOSTAR BROADBAND CORPORATION
The undersigned incorporator, a natural person of the age of 18 years
or older, in order to form a corporation under Colorado Business Corporation Act
(the "Act"), hereby certifies as follows:
ARTICLE I
The name of the corporation is EchoStar Broadband Corporation (the
"Corporation").
ARTICLE II
The purposes for which the Corporation is organized and its powers are
as follows:
2.1 To engage in the transaction of all business or pursue any
other lawful purpose or purposes for which a corporation may be incorporated
under Colorado law.
2.2 To have, enjoy, and exercise all of the rights, powers,
and privileges conferred upon corporations incorporated pursuant to Colorado
law, whether now or hereafter in effect, and whether or not herein specifically
mentioned.
The foregoing enumeration of purposes and powers shall not limit or
restrict in any manner the transaction of other business, the pursuit of other
purposes, or the exercise of other and further rights and powers that may now or
hereafter be permitted or provided by law.
ARTICLE III
The street address of the initial registered office of the Corporation
is 5701 S. Santa Fe Drive, Littleton, Colorado 80120. The name of the initial
registered agent of the Corporation at such address is David K. Moskowitz.
<PAGE> 2
ARTICLE IV
The address of the initial principal office of the Corporation is 5701
S. Santa Fe Drive, Littleton, Colorado 80120.
ARTICLE V
The Corporation shall have perpetual existence.
ARTICLE VI
The Corporation shall have authority to issue a total of 100,000
shares, which shall consist of one class only, designated "common stock." Each
of such shares shall have a par value of $0.01. The shares of common stock shall
have unlimited voting rights and shall also be entitled to receive the net
assets of the Corporation upon dissolution.
Cumulative voting shall not be permitted in the election of directors
or otherwise.
ARTICLE VII
Except as specifically set forth in bylaws adopted by the shareholders
providing for a greater quorum requirement, a majority of the outstanding shares
shall constitute a quorum at any meeting of shareholders. Except as specifically
set forth in bylaws adopted by the shareholders providing for a greater voting
requirement and except as is otherwise provided by the Act, action on a matter
other than the election of directors is approved if a quorum exists and if the
votes casts favoring the action exceed the votes cast opposing the action. Any
bylaws adding, changing, or deleting a greater quorum or voting requirement for
shareholders shall meet the same quorum requirements and be adopted by the same
vote required to take action under the quorum and voting requirements then in
effect or proposes to be adopted, whichever are greater.
ARTICLE VIII
No shareholder of the Corporation shall have any preemptive or other
right to subscribe for or otherwise acquire any additional unissued or treasury
shares of stock, or other securities of any class, or rights, warrants or
options to purchase stock or scrip, or securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
ARTICLE IX
9.1 The corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, a board of directors,
-2-
<PAGE> 3
which shall be elected at the annual meeting of the shareholders or at a special
meeting of the shareholders called for that purpose.
9.2 The number of directors of the Corporation shall be fixed
by the bylaws, or if the bylaws fail to fix such a number, then by resolution
adopted from time to time by the board of directors, provided that the number of
directors shall not be more than ten nor less than one. Two directors shall
constitute the initial board of directors.
9.3 The number of directors may be increased or decreased from
time to time in the manner provided in the bylaws of the Corporation, but no
decrease shall have the effect of shortening the term of any incumbent director.
9.4 The initial board of directors of the Corporation shall
consist of the following members each of whom shall serve until the first annual
meeting shareholders and until his/her successor is duly elected and qualified:
<TABLE>
<CAPTION>
Director Address
-------- -------
<S> <C>
Charles W. Ergen 5701 S. Santa Fe Drive
Littleton, Colorado 80120
James DeFranco 5701 S. Santa Fe Drive
Littleton, Colorado 80120
David Moskowitz 5701 S. Santa Fe Drive
Littleton, Colorado 80120
</TABLE>
ARTICLE X
As used in this Article X, "conflicting interest transaction" means any
of the following: (a) a loan or other assistance by the Corporation to a
director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest; (b) a guaranty
by the Corporation of an obligation of a director of the Corporation or of an
obligation of an entity in which a director of the Corporation is a director or
officer or has a financial interest; or (c) a contract or transaction between
the Corporation and a director of the Corporation or between the Corporation and
an entity in which a director of the Corporation is a director or officer or has
a financial interest. No conflicting interest shall be void or voidable or be
enjoined or set aside, or give rise to an award of damages or other sanctions,
in a proceeding by a shareholder or by or in the right of the Corporation,
solely because the conflicting interest transaction involves a director of the
Corporation or an entity in which a director of the Corporation is a director or
officer or has a financial interest, or solely because the director is present
at or participates in the meeting of the Corporation's board of directors or of
the committee of the board of directors which authorizes, approves or ratifies a
conflicting interest transaction, or solely because the director's vote is
counted for such purpose, so
-3-
<PAGE> 4
long as such conflicting interest transaction is authorized, approved or
ratified in accordance with the requirements explicitly set forth in the Act.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest transaction.
ARTICLE XI
The Corporation shall indemnify, to the fullest extent permitted by the
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys" fees) incurred by reason of the fact that such person is
or was a director, officer or employee of the Corporation or, while serving as a
director, officer or employee of the Corporation, such person is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign corporation or other individual or
entity or of an employee benefit plan. The Corporation shall also indemnify any
person who is serving or has served the Corporation as director, officer,
employee, fiduciary, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
ARTICLE XII
No director of the Corporation shall have any personal liability for
monetary damages to the Corporation or its shareholders for breach of his or her
fiduciary duty as a director, except that this provision shall not eliminate or
limit the personal liability of a director to the Corporation or its
shareholders for monetary damages for: (i) any breach of the director's duty of
loyalty to the Corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) acts specified in Section 7-106-401 of the Act; or (iv) any
transaction from which the director directly or indirectly derives an improper
personal benefit. Nothing contained herein will be construed to eliminate or
diminish the defenses ordinarily available to a director or to deprive any
director of any right he or she may have for contribution from any other
director or other person. If the Act hereafter is amended to eliminate or limit
further the liability of a director, then, in addition to the elimination and
limitation of liability provided by the preceding sentence, the liability of
each director shall be eliminated or limited to the fullest extent permitted by
the Act as so amended. Any repeal or modification of this Article XII shall not
adversely affect any right or protection of a director of the Corporation under
this Article XII, as in effect immediately prior to such repeal or modification,
with respect to any liability that would have accrued, but for this Article XII,
prior to such repeal or modification.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the undersigned has signed and acknowledged these
Articles of Incorporation this 11th day of September 2000.
---------------------------------------
David K. Moskowitz,
Incorporator
David K. Moskowitz hereby consents to the appointment as the initial
registered agent for EchoStar Broadband Corporation.
---------------------------------------
David K. Moskowitz
Initial Registered Agent
-5-
