Attached files
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTELLIGENT SYSTEMS CORPORATION
ARTICLES OF INCORPORATION
OF
INTELLIGENT SYSTEMS CORPORATION
ARTICLE ONE
NAME
NAME
The name of the corporation is Intelligent Systems Corporation.
ARTICLE TWO
CAPITALIZATION
CAPITALIZATION
The corporation shall have authority, exercisable by its Board of Directors, to issue up to
20,000,000 shares of common stock, $0.01 par value per share, (“Common Stock”) and 2,000,000 shares
of a special class of stock, $0.10 par value per share, (“Special Stock”), any part or all of which
shares of Special Stock may be established and designated from time to time by the Board of
Directors, in such series and with such preferences, limitations, and relative rights as may be
determined by the Board of Directors.
ARTICLE THREE
LIMITATION ON DIRECTOR LIABILITY
LIMITATION ON DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the corporation or its shareholders
for monetary damages for breach of the duty of care or any other duty as a director, except that
such liability shall not be eliminated for:
| (A) | any appropriation, in violation of the director’s duties, of any business opportunity
of the corporation; |
| (B) | acts or omissions that involve intentional misconduct or a knowing violation of law; |
| (C) | liability under Section 14-2-832 (or any successor provision or redesignation thereof)
of the Georgia Business Corporation Code; and |
| (D) | any transaction from which the director derived an improper personal benefit. |
If at any time the Georgia Business Corporation Code (the “Code”) shall have been amended to
authorize the further elimination or limitation of the liability of a director, then the liability
of each director of the corporation shall be eliminated or limited to the fullest extent permitted
by the Code, as so amended, without further action by the shareholders, unless the provisions of
the Code, as amended, require further action by the shareholders.
Any repeal or modification of the foregoing provisions of this Article Three shall not adversely
affect the elimination or limitation of liability or alleged liability pursuant hereto of any
director of the corporation for or with respect to any alleged act or omission of the director
occurring prior to such repeal or modification.