Attached files
| file | filename |
|---|---|
| 8-K - 8-K - ART TECHNOLOGY GROUP INC | b83864e8vk.htm |
| EX-3.2 - EX-3.2 - ART TECHNOLOGY GROUP INC | b83864exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ART TECHNOLOGY GROUP, INC.
ARTICLE I
The name of this Corporation is Art Technology Group, Inc.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its
registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of this Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
The aggregate number of shares that this Corporation shall have authority to issue is 100
shares of capital stock all of which shall be designated “Common Stock”, each having a par value of
one cent ($0.01).
ARTICLE V
A. The management of the business and the conduct of the affairs of the Corporation shall be
vested in its Board of Directors. The number of directors that shall constitute the whole Board of
Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.
B. The Bylaws may be altered or amended, or new Bylaws may be adopted, by the stockholders
entitled to vote. The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws.
ARTICLE VI
The liability of the directors for monetary damages shall be eliminated to the fullest extent
under applicable law.
ARTICLE VII
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 the stockholders herein are granted subject to this reservation.
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