Attached files
| file | filename |
|---|---|
| 8-K - TECHTEAM GLOBAL INC | v205286_8-k.htm |
| EX-3.2 - TECHTEAM GLOBAL INC | v205286_ex3-2.htm |
| EX-99.1 - TECHTEAM GLOBAL INC | v205286_ex99-1.htm |
Exhibit
3.1
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
TECHTEAM
GLOBAL, INC.
1. The
name of the corporation is: TechTeam
Global, Inc. (the “Corporation”).
2. The
address of the Corporation’s registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Zip Code 19801, and the name of the registered agent of this Corporation
in the State of Delaware at such address is The Corporation Trust
Company.
3. The
nature of the business or purposes to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware (the “GCL”).
4. The
total number of shares of capital stock of all classes which the Corporation
shall have authority to issue is One Thousand (1,000) shares of common stock,
par value $0.001.
5. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to make, alter or repeal
the by-laws of the Corporation (the “By-Laws”).
6. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. Elections of directors need not
be by written ballot unless the By-Laws shall provide. Meetings of
stockholders may be held within or without the State of Delaware, as the By-Laws
may provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the board of directors or in
the By-Laws.
7. The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
8. 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) 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 GCL, or (iv) for any transaction from which the director
derived any improper personal benefit. Any repeal or modification of
this Article 8 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 with respect to acts or omissions occurring prior to
such repeal or modification.
9. The
Corporation may indemnify each director, officer, trustee, employee or agent of
the Corporation and each person who is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise in the manner
and to the fullest extent provided in Section 145 of the GCL as the same now
exists or may be hereafter amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TECHTEAM
GLOBAL, INC.
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Date:
December 13, 2010
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By:
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/s/ Antonio
Moreira
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Antonio
Moreira
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President
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