{"id":41616,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-netflix-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-netflix-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-netflix-com-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; NetFlix.com Inc."},"content":{"rendered":"<pre>                             AMENDED AND RESTATED\n                         CERTIFICATE OF INCORPORATION\n\n                                      OF\n\n                               NETFLIX.COM, INC.\n\n\n     NetFlix.com, Inc., a corporation organized and existing under the laws of\nthe State of Delaware, does hereby certify:\n\n     1.  The name of the corporation is NetFlix.com, Inc.  NetFlix.com, Inc. was\noriginally incorporated under the name Kibble, Inc., and the original\nCertificate of Incorporation was filed with the Secretary of State of the State\nof Delaware on August 29, 1997.\n\n     2.  Pursuant to Sections 242 and 228 of the General Corporation Law of the\nState of Delaware, the amendments and restatement herein set forth have been\nduly approved by the Board of Directors and stockholders of NetFlix.com, Inc.\n\n     3.  Pursuant to Section 245 of the General Corporation Law of the State of\nDelaware, this Amended and Restated Certificate of Incorporation restates and\nintegrates and amends the provisions of the Amended and Restated Certificate of\nIncorporation of this corporation.\n\n     4.  The text of the Restated Certificate of Incorporation is hereby\nrestated and amended to read in its entirety as follows:\n\n                                   ARTICLE I\n\n     The name of the corporation is NetFlix.com, Inc. (the 'Corporation').\n\n                                  ARTICLE II\n\n     The address of the Corporation's registered office in the State of Delaware\nis 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.  The\nname of its registered agent at such address is The Corporation Trust Company.\n\n                                  ARTICLE III\n\n     The nature of the business or purposes to be conducted or promoted by the\nCorporation is to engage in any lawful act or activity for which corporations\nmay be organized under the General Corporation Law of the State of Delaware, as\nthe same exists or may hereafter be amended.\n\n                                      -1-\n\n \n                                  ARTICLE IV\n\n     The Corporation is authorized to issue two classes of stock to be\ndesignated, respectively, Common Stock, par value $0.001 per share ('Common\nStock') and Preferred Stock, par value $0.001 per share ('Preferred Stock'). The\ntotal number of shares of Common Stock that the Corporation shall have authority\nto issue is two hundred million (200,000,000). The total number of shares of\nPreferred Stock that the Corporation shall have authority to issue is ten\nmillion (10,000,000). The Preferred Stock may be issued from time to time in one\nor more series.\n\n     The Corporation shall from time to time in accordance with the laws of the\nState of Delaware increase the authorized amount of its Common Stock if at any\ntime the number of shares of Common Stock remaining unissued and available for\nissuance shall not be sufficient to permit conversion of all outstanding\nPreferred Stock.\n\n     The Board of Directors is hereby authorized, subject to limitations\nprescribed by law and the provisions of this Article IV, by resolution to\nprovide for the issuance of the shares of Preferred Stock in one or more series,\nand to establish from time to time the number of shares to be included in each\nsuch series, and to fix the designation, powers, privileges, preferences, and\nrelative participating, optional or other rights, if any, of the shares of each\nsuch series and the qualifications, limitations or restrictions thereof.\n\n     The authority of the Board of Directors with respect to each series shall\ninclude, but not be limited to, determination of the following:\n\n          A.  The number of shares constituting that series (including an\n     increase or decrease in the number of shares of any such series (but not\n     below the number of shares in any such series then outstanding)) and the\n     distinctive designation of that series;\n\n          B.  The dividend rate on the shares of that series, whether dividends\n     shall be cumulative, and, if so, from which date or dates, and the relative\n     rights of priority, if any, of payment of dividends on shares of that\n     series;\n\n          C.  Whether that series shall have the voting rights (including\n     multiple or fractional votes per share) in addition to the voting rights\n     provided by law, and, if so, the terms of such voting rights;\n\n          D.  Whether that series shall have conversion privileges, and, if so,\n     the terms and conditions of such privileges, including provision for\n     adjustment of the conversion rate in such events as the Board of Directors\n     shall determine;\n\n          E. Whether or not the shares of that series shall be redeemable, and,\n     if so, the terms and conditions of such redemption, including the date or\n     dates upon or after which they shall \n\n                                      -2-\n\n \n     be redeemable, and the amount per share payable in case of redemption,\n     which amount may vary under different conditions and at different\n     redemption rates;\n\n          F.  Whether that series shall have a sinking fund for the redemption\n     or purchase of shares of that series, and, if so, the terms and the amount\n     of such sinking funds;\n\n          G.  The rights of the shares of that series in the event of voluntary\n     or involuntary liquidation, dissolution or winding up of the Corporation,\n     and the relative rights of priority, if any, of payment of shares of that\n     series; and\n\n          H.  Any other relative rights, preferences and limitations of that\n     series.\n\nNo holders of shares of the Corporation of any class, now or hereafter\nauthorized, shall have any preferential or preemptive rights to subscribe for,\npurchase or receive any shares of the Corporation of any class, now or hereafter\nauthorized, or any options or warrants for such shares, or any rights to\nsubscribe for, purchase or receive any securities convertible to or exchangeable\nfor such shares, which may at any time be issued, sold or offered for sale by\nthe Corporation, except in the case of any shares of Preferred Stock to which\nsuch rights are specifically granted by any resolution or resolutions of the\nBoard of Directors adopted pursuant to this Article IV.\n\n\n                                   ARTICLE V\n\n     Any action required or permitted to be taken by the stockholders of the\nCorporation must be effected at a duly called annual or special meeting of such\nholders and may not be effected by any consent in writing by such holders.\nExcept as otherwise required by law and subject to the rights of the holders of\nany class or series of stock having a preference over the Common Stock as to\ndividends or upon liquidation, special meetings of stockholders of the\nCorporation for any purpose or purposes may be called only by the Board of\nDirectors, by the Chairman of the Board of Directors or by the Chief Executive\nOfficer of the Corporation and any power of stockholders to call a special\nmeeting is specifically denied. No business other than that stated in the notice\nshall be transacted at any special meeting.\n\n                                  ARTICLE VI\n\n     The Corporation is to have perpetual existence.\n\n                                  ARTICLE VII\n\n     For the management of the business and for the conduct of affairs of the\nCorporation, and in further definition, limitation and regulation of powers of\nthe Corporation, of its directors and of its stockholders or any class thereof,\nas the case may be, it is further provided that:\n\n                                      -3-\n\n \n          A.  The management of the business and the conduct of the affairs of\nthe Corporation shall be vested in its Board of Directors. The number of\ndirectors of this Corporation shall be fixed and may be changed from time to\ntime by resolution of the Board of Directors.\n\n          B.  The Directors, other than those who may be elected by the holders\nof any class or series of stock having a preference over the Common Stock as to\ndividends or upon liquidation, shall be classified, with respect to the time for\nwhich they severally hold office, into three classes, as nearly equal in number\nas possible, one class to be originally elected for a term expiring at the\nannual meeting of stockholders to be held in 2001, another class to be\noriginally elected for a term expiring at the annual meeting of stockholders to\nbe held in 2002, and another class to be originally elected for a term expiring\nat the annual meeting of stockholders to be held in 2003, with each class to\nhold office until its successor is duly elected and qualified. At each\nsucceeding annual meeting of stockholders, directors elected to succeed those\ndirectors whose terms then expire shall be elected for a term of office to\nexpire at the third succeeding annual meeting of stockholders after their\nelection.\n\n          C.  Notwithstanding the foregoing provisions of this Article VII, each\ndirector shall serve until his or her successor is duly elected and qualified or\nuntil his or her death, resignation or removal. No decrease in the number of\ndirectors constituting the Board of Directors shall shorten the term of any\nincumbent director.\n\n          D.  Any vacancies on the Board of Directors resulting from death,\nresignation, disqualification, removal, or other causes unless the Board of\nDirectors determines by resolution that any such vacancies or newly created\ndirectorships shall be filled by stockholders, and except as otherwise provided\nby law, shall be filled only by the affirmative vote of a majority of the\nremaining directors then in office, even though less than a quorum of the Board\nof Directors and not by the stockholders.\n\n          E.  In furtherance and not in limitation of the powers conferred by\nthe laws of the State of Delaware, the Board of Directors is expressly\nauthorized to make, alter, amend or repeal the Bylaws of the Corporation.\n\n          F.  The directors of the Corporation need not be elected by written\nballot unless the Bylaws of the Corporation so provide.\n\n          G.  Advance notice of stockholder nomination for the election of\ndirectors and of any other business to be brought by stockholders before any\nmeeting of the stockholders of the Corporation shall be given in the manner\nprovided in the Bylaws of the Corporation.\n\n                                      -4-\n\n \n                                 ARTICLE VIII\n\n     A.  To the fullest extent permitted by the Delaware General Corporation Law\nas the same exists or as may hereafter be amended, no director of the\nCorporation shall be personally liable to the Corporation or its stockholders\nfor monetary damages for breach of fiduciary duty as a director.\n\n     B.  The Corporation may indemnify to the fullest extent permitted by law\nany person made or threatened to be made a party to an action or proceeding,\nwhether criminal, civil, administrative or investigative, by reason of the fact\nthat he, his testator or intestate is or was a director, officer or employee of\nthe Corporation or any predecessor of the Corporation or serves or served at any\nother enterprise as a director, officer or employee at the request of the\nCorporation or any predecessor to the Corporation.\n\n     C.  Neither any amendment nor repeal of this Article VIII, nor the adoption\nof any provision of this Amended and Restated Certificate of Incorporation\ninconsistent with this Article VIII, shall eliminate or reduce the effect of\nthis Article VIII, in respect of any matter occurring, or any action or\nproceeding accruing or arising or that, but for this Article VIII, would accrue\nor arise, prior to such amendment, repeal or adoption of an inconsistent\nprovision.\n\n                                  ARTICLE IX\n\n     Meetings of stockholders may be held within or without the State of\nDelaware, as the Bylaws may provide.  The books of the Corporation may be kept\n(subject to any provision contained in the laws of the State of Delaware)\noutside of the State of Delaware at such place or places as may be designated\nfrom time to time by the Board of Directors or in the Bylaws of the Corporation.\n\n                                   ARTICLE X\n\n     Except as provided in Article VIII above, the Corporation reserves the\nright to amend, alter, change or repeal any provision contained in this\nCertificate of Incorporation, in the manner now or hereafter prescribed by the\nlaws of the state of Delaware, and all rights conferred upon stockholders herein\nare granted subject to this reservation.  Notwithstanding anything contained in\nthis Certificate of Incorporation to the contrary, the affirmative vote of the\nholders of at least two-thirds (2\/3) of the voting power of all shares of the\nCorporation entitled to vote generally in the election of directors then\noutstanding, voting together as a single class shall be required to alter,\namend, adopt any provision inconsistent with or repeal Article V or VII or this\nsentence.\n\n                                      -5-\n\n \n     IN WITNESS WHEREOF, NetFlix.com, Inc. has caused this Amended and Restated\nCertificate of Incorporation to be executed by Reed Hastings, its President and\nChief Executive Officer this _____ day of ______ 2000.\n\n\n                                  _____________________________________________\n                                  Reed Hastings\n                                  President and Chief Executive Officer\n\n                                      -6-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8324],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9573,9575],"class_list":["post-41616","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netflix-inc","corporate_contracts_industries-media__rental","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41616","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41616"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41616"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41616"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41616"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}