RESTATED CERTIFICATE OF INCORPORATION
CERTIFICATE OF INCORPORATION
The undersigned, Ed H. Bowman, Jr., President of SOURCECORP,
Incorporated, a corporation organized and existing under the laws of the State
of Delaware (the "Corporation"), does hereby certify as follows:
1. The name of the Corporation is SOURCECORP, Incorporated.
2. The original Certificate of Incorporation of the Corporation
was filed in the Office of the Secretary of State of the State of Delaware on
September 22, 1994 and the name under which the Corporation was originally
incorporated is F.Y.I. Incorporated. An Amended and Restated Certificate of
Incorporation was filed in the Office of the Secretary of State of the State of
Delaware on October 23, 1995.
3. The name of the Corporation was changed to SOURCECORP,
Incorporated following the filing of a Certificate of Ownership and Merger
effective February 14, 2002.
4. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the Delaware General
Corporation Law, the Board of Directors having approved this Restated
Certificate of Incorporation by unanimous written consent, and is being filed
pursuant to Section 245 of the Delaware General Corporation Law.
5. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of the Corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
6. The text of the Certificate of Incorporation of the Corporation
as amended or supplemented heretofore is hereby restated without further
amendments or changes to read as herein set forth in full:
The name of the Corporation is SOURCECORP, Incorporated.
The address of the Corporation's registered office in the State of
Delaware is 15 East North, City of Dover, County of Kent, Delaware 19901. The
name of its registered agent at such address is United Corporate Services, 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
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is twenty seven million (27,000,000),
divided into two classes of which one million (1,000,000) shares, par value
$.01 per share, shall be designated Preferred Stock (the "Preferred Stock"),
and twenty six million (26,000,000) shares, par value $.01 per share, shall be
designated Common Stock (the "Common Stock").
A. PREFERRED STOCK
The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in one or more
series, to establish the number of shares to be included in each such series
and to fix the designations, powers, preferences and rights of the shares of
each such series, and any qualifications, limitations or restrictions thereof.
B. COMMON STOCK
1. DIVIDENDS. Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either
in cash, in property or in shares of Common Stock or other securities of the
2. LIQUIDATION. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, after
payment or provision for payment of the debts and other liabilities of the
Corporation and of the preferential amounts, if any, to which the holders of
Preferred Stock may be entitled, the holders of all outstanding shares of
Common Stock shall be entitled to share ratably in the remaining net assets of
3. VOTING RIGHTS. At every annual or special meeting of
stockholders of the Corporation, every holder of Common Stock shall be entitled
to one vote, in person or by proxy, for each share of Common Stock standing in
his or her name on the books of the Corporation.
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter and
repeal the By-laws of the Corporation.
The Corporation reserves the right to amend, alter, change or repeal
any provision in this Restated Certificate of Incorporation, in the manner now
or hereafter prescribed by statute.
No director of the Corporation shall be 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 Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law of Delaware is hereafter amended to
permit further elimination or limitation of the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of Delaware as so amended. Any
repeal or modification of this ARTICLE SEVEN shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
To the fullest extent permitted by the General Corporation Law of
Delaware, as the same may be amended from time to time, the Corporation shall
indemnify any and all of its directors and officers, or former directors and
officers, or any person who may have served at the Corporation's request as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise, 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 a manner as the said court directs. 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, the said 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 Corporation."
IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation on behalf of the Corporation as of this 14th day
of February, 2002.
By: /s/ Ed H. Bowman, Jr.
Ed H. Bowman, Jr., President and Chief