EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
AMAZON.COM, INC.
Amazon.com, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:
1. The original Certificate of Incorporation was filed with the
Secretary of State on May 28, 1996.
2. The following Restated Certificate of Incorporation was duly adopted
by the corporation's Board of Directors in accordance with the provisions of
Section 245 of the General Corporation Law of the State of Delaware and only
restates and integrates and does not further amend the provisions of the
corporation's Certificate of Incorporation as heretofore amended and
supplemented, and there is no discrepency between those provisions and the
following.
ARTICLE 1. NAME
The name of this corporation is Amazon.com, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the registered office of this corporation is 1013 Centre
Road, Wilmington, County of New Castle, State of Delaware 19805, and the name of
its registered agent at such address is Corporation Service Company.
ARTICLE 3. PURPOSES
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 4. SHARES
The total authorized stock of the corporation shall consist of
1,500,000,000 shares of Common Stock having a par value of $.01 per share and
150,000,000 shares of Preferred Stock having a par value of $.01 per share.
Authority is hereby expressly granted to the Board of Director to fix by
resolution or resolutions any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions which are
permitted by Delaware General Corporation Law in respect
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of any class or classes of stock or any series of any class of stock of the
corporation. The corporation shall from time to time in accordance with the laws
of the State of Delaware increase the authorized amount of its Common Stock if
at any time the number of shares of Common Stock remaining unissued and
available for issuance shall not be sufficient to permit the conversion of
Preferred Stock.
ARTICLE 5. DIRECTORS
The number of Directors of the corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.
ARTICLE 6. BY-LAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of the corporation; provided, however, the Board of Directors may not
repeal or amend any bylaw that the stockholders have expressly provided may not
be amended or repealed by the Board of Directors. The stockholders shall also
have the power to adopt, amend or repeal the Bylaws for this corporation.
ARTICLE 7. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 8. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE 9. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal, by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote, any of the provisions contained in this Certificate of Incorporation.
The rights of the stockholders of the corporation are granted subject to this
reservation.
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of this corporation shall
not be liable to this
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corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of this Article 10 shall not
adversely affect any right or protection of a director of this corporation for
or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Only action properly brought before the stockholders by or at the
direction of the Board of Directors may be taken without a meeting, without
prior notice and without a vote, if a written consent setting forth the action
so taken is signed by the holders of outstanding shares of capital stock
entitled to be voted with respect to the subject matter thereof having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
ARTICLE 12. SPECIAL MEETING OF STOCKHOLDERS
The Chairman of the Board of Directors, the Chief Executive Officer, the
President or the Board of Directors may call special meetings of the
stockholders for any purpose. A special meeting of the stockholders shall be
held if the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.
ARTICLE 13. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
The corporation expressly elects not to be governed by Section 203(a) of
Title 8 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the corporation has caused this Restated Certificate
of Incorporation to be signed by its duly authorized officer this 21st day of
May, 1999.
AMAZON.COM, INC.
/s/ Alan Caplan
Vice President, General Counsel
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