AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
NAVIGANT INTERNATIONAL, INC.
a Delaware corporation
The undersigned, _________, hereby certifies that:
ONE: He is the duly elected and acting _______ of Navigant International,
Inc. (the "Corporation").
TWO: The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on February 12, 1998,
under the name TDOP, Inc.
THREE: Pursuant to Section 141 of the Delaware General Corporation Law,
the Board of Directors unanimously approved the amendments contained in this
Amended and Restated Certificate of Incorporation on _______, 1998.
FOUR: Pursuant to Section 228 of the Delaware General Corporation Law,
the stockholders of the Corporation unanimously approved the amendments
contained in this Amended and Restated Certificate of Incorporation on
FIVE: This Amended and Restated Certificate of Incorporation restates
and amends the Corporation's Certificate of Incorporation filed on
February 12, 1998, which Certificate of Amendment was amended on March 30, 1998
to change the Corporation's name from TDOP, Inc. to Navigant International,
Inc. This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with Section 242 of the Delaware General Corporation Law.
SIX: The capital of the Corporation shall not be reduced under or by
reason of the amendments in this Amended and Restated Certificate of Amendment.
SEVEN: The text of the Amended and Restated Certificate of Incorporation
of this Corporation is hereby amended and restated to read in its entirety as
follows, as provided in Section 245 of the Delaware General Corporation Law:
The name of the Corporation is: Navigant International, Inc.
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is One Hundred Fifty-Five Million (155,000,000)
shares, of which Five Million (5,000,000) shares, designated as Preferred
Stock shall have a par value of One Tenth of One Cent ($.001) per share (the
"Preferred Stock"), and One Hundred Fifty Million (150,000,000) shares,
designated as Common Stock, shall have a par value of One Tenth of One Cent
($.001) per share (the "Common Stock").
A statement of the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class of stock of the
Corporation is as follows:
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the
provisions of this Certificate of Incorporation and the limitations prescribed
by law, the Board of Directors is expressly authorized by adopting resolutions
to issue the shares, fix the number of shares and change the number of shares
constituting any series, and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof, including
dividend rights (and whether dividends are cumulative), dividend rates, terms
of redemption (including sinking fund provisions), a redemption price or
prices, conversion rights and liquidation preferences of the shares
constituting any class or series of the Preferred Stock, without any further
action or vote by the stockholders.
Subject to the preferred rights of the holders of shares of any class or
series of Preferred Stock as provided by the Board of Directors with respect
to any such class or series of Preferred Stock, the holders of the Common Stock
shall be entitled to receive, as and when declared by the Board of Directors
out of the funds of the Corporation legally available therefor, such dividends
(payable in cash, stock or otherwise) as the Board of Directors may from time
to time determine, payable to stockholders of record on such dates, not
exceeding 60 days preceding the dividend payment dates, as shall be fixed for
such purpose by the Board of Directors in advance of payment of each particular
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or
payment to the holders of shares of any class or series of Preferred Stock
as provided by the Board of Directors with respect to any such class or series
of Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among and paid to the holders
of Common Stock ratably in proportion to the number of shares of Common Stock
held by them respectively.
3. Voting Rights.
Except as otherwise required by law or as provided by the Board of
Directors with respect to any class or series of Preferred Stock, the entire
voting power and all voting rights shall be vested exclusively in the Common
Stock. Each holder of shares of Common Stock shall be entitled to one vote
for each share standing in such holder's name on the books of the Corporation.
1. Board of Directors.
The number of directors of the Corporation shall consist of not less than
one, the exact number to be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of a majority of the
entire Board of Directors. The Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. The Board of Directors will be
authorized to designate the initial directors in each class. The initial
Class I director shall serve for a term expiring at the annual meeting of
the stockholders to be held in 1999, the initial Class II director shall
serve for a term expiring at the annual meeting of the stockholders to be
held in 2000 and the initial Class III director shall serve for a term
expiring at the annual meeting of the stockholders to be held in 2001. At
each annual meeting of the stockholders, the successor or successors of the
class of directors whose term expires at that meeting shall be elected by a
plurality of the votes cast at such meeting and entitled to vote in the
election of directors and shall hold office for a term expiring at the annual
meeting of the stockholders of the Corporation held in the third year following
the year of their election. The directors elected to each class shall hold
office until their successors are duly elected and qualified or until their
earlier resignation or removal. 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, but in no
case shall a decrease in the number of directors shorten the term of any
incumbent director. No director need be a stockholder.
Any vacancy on the Board of Directors resulting from death, retirement,
resignation, disqualification or removal from office or other cause, as well
as any vacancy resulting from an increase in the number of directors which
occurs between annual meetings of the stockholders at which directors are
elected, shall be filled only by a majority vote of the remaining directors
then in office, though less than a quorum, except that those vacancies
resulting from removal from office by a vote of the stockholders may be filled
by a vote of the stockholders at the same meeting at which such removal occurs.
Any director of any class elected to fill a vacancy resulting from an increase
in such class shall hold office for a term that shall coincide with the
remaining term of that 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.
Notwithstanding the foregoing, whenever the holders of one or more
classes or series of Preferred Stock shall have the right, voting separately,
as a class or series, to elect directors, the election, term of office,
filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted
by the Board of Directors pursuant to ARTICLE FOUR applicable thereto, and
each director so elected shall not be subject to the provisions of this
ARTICLE FIVE unless otherwise provided therein.
Subject to the rights of holders of any series of Preferred Stock then
outstanding, any director or the entire Board of Directors, may be removed
from office at any time, but only for cause by an affirmative vote of the
holders of a majority of the then outstanding shares of stock entitled to
4. Power to Make, Alter and Repeal By-Laws.
The Board of Directors shall have the concurrent power with the
stockholders to make, alter, amend, change, add to or repeal (collectively
referred to as a "Change") the By-Laws of the Corporation; provided, however,
that any Change of the By-Laws must be approved by either (a) a majority of
the authorized number of directors or (b) the affirmative vote of the holders
of not less than seventy-five percent (75%) of the then outstanding shares of
stock entitled to vote.
No action required or permitted to be taken at any annual or special
meeting of stockholders of the Corporation may be taken by written consent
without a meeting of such stockholders.
The personal liability of a director of the Corporation to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director shall be limited to the fullest extent permitted by the Delaware
General Corporation Law, as it now exists or may hereafter be amended. Any
repeal or modification to this paragraph 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.
The Corporation shall, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify each director and officer of the Corporation from and
against any and all of the expenses, liabilities or other matters referred to
in or covered by said section and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-law, agreement, vote of stockholders, vote of
disinterested directors or otherwise, and shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such persons and the Corporation may
purchase and maintain insurance on behalf of any director or officer to the
extent permitted by Section 145 of the Delaware General Corporation Law.
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the
application in a summary way of the Corporation or of any creditor
or stockholder thereof or on the application of any
receiver or receivers appointed for the Corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as
the case may be, to be summoned in such manner as the said court directors.
If a majority in number representing three-fourths in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of the Corporation as a consequence of such
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
The Corporation reserves the right to Change (as defined in ARTICLE FIVE
of this Amended and Restated Certificate of Incorporation) any provision
contained in this Amended and Restated Certificate of Incorporation or
in the By-Laws of the Corporation, in the manner now and hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation; provided, however, that subject to
the powers and rights provided herein with respect to Preferred Stock issued
by the Corporation, if any, but notwithstanding anything else contained in
this Amended and Restated Certificate of Incorporation to the contrary,
the affirmative vote of the holders of at least seventy-five (75%) of the
then outstanding shares of stock entitled to vote, voting together as a
single class, shall be required to Change ARTICLES FIVE, SIX or TEN of this
Amended and Restated Certificate of Incorporation.
THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of
this ___ day of June, 1998.