Certificate of Incorporation - Quotesmith.com Inc.
RESTATED CERTIFICATE OF INCORPORATION
OF
QUOTESMITH.COM, INC.
The name of the corporation is Quotesmith.com, Inc, and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on May 9, 1984, and was amended on each of March
3, 1998 and October 20, 1998. The original Certificate of Incorporation of the
corporation, as amended, is hereby amended and restated to read in its entirety
as follows:
"FIRST: The name of the corporation is Quotesmith.com, Inc.
SECOND: The registered office of the corporation in the State
of Delaware is located at No. 306 South State Street, in the City of
Dover, County of Kent; and the name of its registered agent at such
address is United States Corporation Company.
THIRD: The purposes of the corporation are to engage in any
lawful act or activity for which corporations may be organized under
the General Corporation Law of the State of Delaware.
FOURTH: (1) The total number of shares of stock which the
Corporation shall have authority to issue is 65 million (65,000,000),
consisting of 60 million (60,000,000) shares of Common Stock, par
value $.001 per share ("Common Stock") and five million (5,000,000) of
Preferred Stock, par value $.001 per share ("Preferred Stock").
(2) Shares of Preferred Stock may be issued in one or more
series, from time to time, with each such series to consist of such
number of shares and to have such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or special rights, and the qualifications,
limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issuance of such series
adopted by the Board of Directors of the corporation (the "Board of
Directors"), and the Board of Directors is hereby expressly vested
with authority, to the full extent now or hereafter provided by law,
to adopt any such resolution or resolutions.
The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the
following:
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(a) the number of shares constituting that series
and the distinctive designation of that series;
(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,
of payment 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 provision for adjustment of the
conversion rate in such events as the Board of Directors
shall determine;
(e) whether or not 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 and at different redemption dates;
(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 rights, preferences and
limitations of that series.
(3) (a) Each holder of Common Stock, as such, shall be
entitled to one vote for each share of Common Stock held of record by
such holder on all matters on which stockholders generally are
entitled to vote; provided, however, that, except as otherwise
required by law, holders of Common Stock, as such, shall not be
entitled to vote on any amendment to this Certificate of Incorporation
(including any certificate of designations relating to any series of
Preferred Stock) that relates solely to the terms of one or more
outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together with the holders of
one or more other such series, to vote thereon pursuant to this
Certificate of Incorporation (including any certificate of
designations relating to any series of Preferred Stock) or pursuant to
the General Corporation Law of the State of Delaware.
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(b) Except as otherwise required by law, holders of
a series of Preferred Stock, as such, shall be entitled only
to such voting rights, if any, as shall expressly be granted
thereto by this Certificate of Incorporation (including any
certificate of designations relating to such series).
(c) Subject to applicable law and the rights, if
any, of the holders of any outstanding series of Preferred
Stock or any class or series of stock having a preference
over or the right to participate with the Common Stock with
respect to the payment of dividends, dividends may be
declared and paid on the Common Stock at such times and in
such amounts as the Board of Directors in its discretion
shall determine.
(d) Upon the dissolution, liquidation or winding up
of the corporation, subject to the rights, if any, of the
holders of any outstanding series of Preferred Stock or any
class or series of stock having a preference over or the
right to participate with the Common Stock with respect to
the distribution of assets of the corporation upon such
dissolution, liquidation or winding up of the corporation,
the holders of the Common Stock, as such, shall be entitled
to receive the assets of the corporation available for
distribution to its stockholders ratably in proportion to the
number of shares held by them.
FIFTH: The Board of Directors shall be authorized to
make, amend, alter, change, add to or repeal the By-Laws of
the corporation in any manner not inconsistent with the laws
of the State of Delaware, subject to the power of the
stockholders to amend, alter, change, add to or repeal the
By-Laws made by the Board of Directors. Notwithstanding
anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least
80 percent in voting power of all the shares of the
corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be
required in order for the stockholders to alter, amend or
repeal any provision of the By-Laws which is to the same
effect as Article Sixth, Article Seventh, and Article Eighth
of this Certificate of Incorporation or to adopt any
provision inconsistent therewith.
SIXTH: (1) The corporation may indemnify to the
fullest extent permitted by law any person made or threatened
to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason
of the fact that the person, or such person's testator or
intestate is or was a director, officer or employee of the
corporation or any predecessor of the corporation or serves
or served at any other enterprise as a director, officer or
employee at the request of the corporation or any predecessor
to the corporation.
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(2) To the fullest extent permitted by Delaware law
as the same exists or as may hereafter be amended, a director
of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for a
breach of fiduciary duty as director.
(3) Neither any amendment nor repeal of this Article
Sixth, nor the adoption of any provision of the corporation's
Certificate of Incorporation inconsistent with this Article
Sixth, shall eliminate or reduce the effect of this Article
Sixth, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this adoption
of an inconsistent provision.
SEVENTH: (1) The business and affairs of the
corporation shall be managed by or under the direction of a
Board of Directors consisting of not less than 3 directors nor
more than 9 directors, the exact number of directors to be
determined from time to time by resolution adopted by
affirmative vote of a majority of the Board of Directors in a
manner set forth in the By-Laws of the corporation. On the
effective date of the Corporation's Registration Statement
filed with the Securities and Exchange Commission
(Registration No. 333-79355), as amended, the directors shall
be divided into three classes designated Class I, Class II and
Class III. Each class shall consist, as nearly as possible, of
one-third of the total number of directors constituting the
entire Board of Directors. Class I directors shall be
originally elected for a term expiring at the 2000 annual
meeting of stockholders, Class II directors shall be
originally elected for a term expiring at the 2001 succeeding
annual meeting of stockholders, and Class III directors shall
be originally elected for a term expiring at the 2002
succeeding annual meeting of stockholders. At each succeeding
annual meeting of stockholders following 2000, successors to
the class of directors whose term expires at that annual
meeting shall be elected for a term expiring at the third
succeeding annual meeting. If the number of directors is
changed, 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, and any additional director
of any class elected to fill a newly created directorship
resulting from an increase in such class shall hold office for
a term that shall coincide with the remaining term of that
class, but in no case shall a decrease in the number of
directors remove or shorten the term of any incumbent
director. A director shall hold office until the annual
meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject to,
however, prior death, resignation, retirement,
disqualification or removal from office. Any newly created
directorship on the Board of Directors that results from an
increase in the number of directors and any vacancy occurring
in the Board of Directors shall be filled only by a majority
of the directors then in office, although less than a quorum,
or by a sole remaining director. If any applicable provision
of the General Corporation Law of the State of Delaware
expressly confers power on stockholders to fill such a
directorship at a special meeting of stockholders, such a
directorship may be filled at such meeting only by the
affirmative vote of at least 80 percent of the voting power of
all shares of the corporation entitled to vote generally in
the election of directors, voting as a single class. Any
director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same
remaining term as that of his predecessor. Directors may be
removed only for cause, and only by the affirmative vote of at
least 80 percent in voting power of all shares of the
corporation entitled to vote generally in the election of
directors, voting as a single class.
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(2) Notwithstanding the foregoing, whenever the
holders of any one or more series of Preferred Stock issued
by the corporation shall have the right, voting separately as
a series or separately as a class with one or more such other
series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, removal, filling
of vacancies and other features of such directorships shall
be governed by the terms of this Certificate of Incorporation
(including any certificate of designations relating to any
series of Preferred Stock) applicable thereto, and such
directors so elected shall not be divided into classes
pursuant to this Article Seventh unless expressly provided by
such terms.
EIGHTH: Any action required or permitted to be taken
by the holders of the Common Stock of the corporation must be
effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by
such holders. Except as otherwise required by law and subject
to the rights of the holders of any series of Preferred Stock
special meetings of stockholders of the corporation may be
called only by the Chief Executive Officer of the corporation
or by the Board of Directors pursuant to a resolution
approved by the Board of Directors.
NINTH: The Corporation reserves the right at any
time, and from time to time, to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, 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 now or hereafter prescribed by law;
and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other
persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this article;
provided, however, that the affirmative vote of 80% of the
voting power of the capital stock of the Corporation entitled
to vote thereon shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, whether by
amendment, merger or otherwise, the provisions of Articles
Sixth, Seventh and Eighth."
Quotesmith.com, Inc. does hereby further certify that this Restated
Certificate of Incorporation was duly adopted by the Board of Directors and by
written consent of the stockholders in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, QUOTESMITH.COM, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by Robert S. Bland,
its Chairman, President and Chief Executive Officer, this ____ day of
__________, 1999.
QUOTESMITH.COM, INC.
By:
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Name: Robert S. Bland
Title: Chairman, President and
Chief Executive Officer
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