**EXHIBIT 3.01**

 

AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION

OF

NEW CERIDIANCORPORATION

 

The undersigned, RonaldL. Turner, certifies that he is Chairman, President and Chief Executive Officerof New Ceridian Corporation, a corporation organized and existing under thelaws of the State of Delaware (hereinafter called the “Corporation”), and doeshereby certify as follows:

 

1.                                       Thecurrent name of the Corporation is New Ceridian Corporation.

 

2.                                       Thename under which the Corporation was originally incorporated was New CeridianCorporation and the original Certificate of Incorporation of the Corporationwas filed with the Secretary of State of the State of Delaware on August 8,2000.

 

3.                                       ThisAmended and Restated Certificate of Incorporation was duly adopted by and inaccordance with the provisions of Sections 228, 242 and 245 of the GeneralCorporation Law of the State of Delaware as set forth in Title 8 of theDelaware Code.

 

4.                                       ThisAmended and Restated Certificate of Incorporation not only restates and integrates,but also amends the provisions of the Corporation’s Certificate ofIncorporation.

 

5.                                       Thetext of the Certificate of Incorporation of the Corporation is hereby amendedand restated to read in its entirety as follows:

 

ARTICLE I

 

NAME

 

The name of thiscorporation is Ceridian Corporation (hereinafter referred to as the “Corporation”).

 

ARTICLE II

 

REGISTERED OFFICE

 

The address of theregistered office of the Corporation in the State of Delaware is CorporationTrust Center, 1209 Orange Street, in the City of Wilmington, County of New

 

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Castle, 19801. The nameof the registered agent of the Corporation at such address is The CorporationTrust Company.

 

ARTICLE III

 

BUSINESS

 

The purpose of theCorporation is to engage in any lawful act or activity for which corporations may beorganized under the General Corporation Law of the State of Delaware as fromtime to time amended (the “General Corporation Law”).

 

ARTICLE IV

 

AUTHORIZED CAPITAL STOCK

 

A.                                   Thetotal number of shares of all classes of stock which the Corporation shall haveauthority to issue is Five Hundred Million, Seven Hundred Fifty Thousand(500,750,000), consisting of Seven Hundred Fifty Thousand (750,000) shares ofthe par value of one cent ($0.01) per share of preferred stock (the “PreferredStock”), having a total par value of Seven Thousand Five Hundred Dollars($7,500), and Five Hundred Million (500,000,000) shares of common stock of thepar value of one cent ($0.01) per share (the “Common Stock”), having a total parvalue of Five Million Dollars ($5,000,000).

 

B.                                     Sharesof Preferred Stock may be issued, from time to time, in one or moreseries, with such designations, voting powers, preferences and relative,participating, optional or other special rights, and qualifications, limitationsor restrictions thereof as shall be stated and expressed in the resolution orresolutions providing for the issue of such series adopted by the Board ofDirectors. The Board of Directors, in such resolution or resolutions (a copy ofwhich shall be filed and recorded as required by law), is also expresslyauthorized to fix:

 

(1)                                  thedistinctive serial designations and the division of such shares into series andthe number of shares of a particular series, which may be increased ordecreased, but not below the number of shares thereof then outstanding, by acertificate made, signed, filed and recorded as required by law;

 

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(2)                                  theannual dividend rate for the particular series, and the date or dates from whichdividends on all shares of such series shall be cumulative, if dividendson stock of the particular series shall be cumulative;

 

(3)                                  theredemption price or prices for the particular series;

 

(4)                                  theright, if any, of the holders of a particular series to convert such stockinto other classes of stock, and the terms and conditions of such conversion tothe extent not otherwise herein provided;

 

(5)                                  theobligation, if any, of the Corporation to purchase and retire and redeem sharesof a particular series as a sinking fund or redemption or purchaseaccount, the terms thereof and the redemption price or prices per share forsuch series redeemed pursuant to the sinking fund or redemption account,if shares so redeemed are to be redeemable at a price or prices other than theredemption price or prices for shares not so redeemed;

 

(6)                                  therights, if any, of the holders of such series of Preferred Stock upon thevoluntary or involuntary liquidation, dissolution or winding-up of theCorporation or in the event of any merger or consolidation of or sale of assetsby the Corporation; and

 

(7)                                  thevoting powers, if any, of the holders of any series of Preferred Stockgenerally or with respect to any particular matter, which may be lessthan, equal to or greater than one vote per share, and which may, withoutlimiting the generality of the foregoing, include the right, voting as a series byitself or together with the holders of any other series of Preferred Stockor all series of Preferred Stock as a class, to elect one or moredirectors of the Corporation generally or under such specific circumstances andon such conditions, as shall be provided in the resolution or resolutions ofthe Board of Directors adopted pursuant hereto, including, without limitation,in the event there shall have been a default in the payment of dividends on orredemption of any one or more series of Preferred Stock.

 

C.                                     (1)                                  Inthe event of any liquidation, dissolution or winding-up of the affairs of theCorporation, then, before any distribution or payment shall have been made tothe holders of the Common Stock, the holders of the Preferred Stock of each series shallbe entitled to be paid, or to have set apart in trust for payment,

 

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an amount equal to thatstated and expressed in the resolution or resolutions adopted by the Board ofDirectors which provide for the issue of such series, respectively. Theremaining assets of the Corporation shall be distributed solely among theholders of Common Stock according to their respective shares.

 

(2)                                  Exceptas may otherwise be required by law, and subject to the provisions of suchresolution or resolutions as may be adopted by the Board of Directorspursuant to Paragraph B of this Article IV granting the holders of one ormore series of Preferred Stock exclusive voting powers with respect to anymatter, each share of Common Stock shall have one vote on all matters votedupon by the stockholders. Except where some mandatory provision of lawrequiring the vote or consent of the holders of some stated proportion of theshares of any class of stock or any series of any class of stockshall be controlling or where this Amended and Restated Certificate ofIncorporation or any amendment hereto shall otherwise provide, the vote of theholders of all or any portion of any class of stock, as a class, or of anyseries of any class of stock, as a series, shall not be required forany action whatsoever to be taken or authorized by the stockholders of theCorporation, including any amendment of this Amended and Restated Certificateof Incorporation.

 

ARTICLE V

 

BOARD OF DIRECTORS

 

A.                                   Thebusiness and affairs of the Corporation shall be conducted and managed by, orunder the direction of, the Board of Directors. In furtherance and not inlimitation of the powers conferred on the Board of Directors by this Amendedand Restated Certificate of Incorporation and by the General Corporation Law,the Board of Directors is specifically authorized to adopt, amend or repeal theBylaws of the Corporation, in such form and with such terms as the Boardof Directors may determine. The Bylaws of the Corporation also may beadopted, amended, altered or repealed by the affirmative vote of the holders ofat least eighty percent (80%) of the voting power of the shares entitled tovote at an election of directors.

 

B.                                     Thenumber of directors of the Corporation shall be as from time to time fixed bythe Board of Directors, and such number shall never be less than three nor morethan thirteen. Election of directors need not be by written ballot unless theBylaws so provide.

 

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C.                                     Adirector shall hold office until the next annual meeting and until his or hersuccessor shall be elected and shall qualify, subject, however, to prior death,resignation, retirement, disqualification or removal from office.

 

D.                                    Subjectto the terms of any one or more classes or series of Preferred Stock, anyvacancy on the Board of Directors that results from an increase in the numberof directors may be filled solely by a majority of the Board of Directorsthen in office, provided that a quorum is present, and any other vacancyoccurring on the Board of Directors may be filled by a majority of theBoard of Directors then in office, even if less than a quorum, or by a soleremaining director. Subject to the rights, if any, of the holders of shares ofPreferred Stock then outstanding, any or all of the directors of theCorporation may be removed from office at any time, but only for cause andonly by the affirmative vote of the holders of at least a majority of thevoting power of the Corporation’s then outstanding capital stock entitled tovote generally in the election of directors. Notwithstanding the foregoing,whenever the holders of any one or more classes or series of PreferredStock issued by the Corporation shall have the right, voting separately by class orseries, to elect directors at an annual or special meeting of stockholders, theelection, term of office, filling of vacancies and other features of suchdirectorships shall be governed by the terms of this Amended and RestatedCertificate of Incorporation applicable thereto.

 

E.                                      TheBoard of Directors, pursuant to the Bylaws of the Corporation or by resolutionpassed by a majority of the then-authorized number of directors, may designatethree or more of their number to constitute an Executive Committee, whichExecutive Committee, to the fullest extent permitted by law and as provided forin said resolution or in the Bylaws of the Corporation, shall have and may exerciseany or all of the powers of the Board of Directors in the management of thebusiness and affairs of the Corporation, and shall have power to authorize theseal of the Corporation to be affixed to all papers that may require it.

 

F.                                      Bothstockholders and directors shall have the power to hold their meetings eitherinside or outside the State of Delaware, to have one or more offices inaddition to the registered office in Delaware, and to keep the books of thisCorporation (subject to the provisions of the General Corporation Law) outsideof the State of Delaware at such places as may be from time to timedesignated by them.

 

G.                                     ThisCorporation may, in its Bylaws, confer powers additional to the foregoing uponthe Board of Directors, in addition to the powers and authorities expresslyconferred upon the Board of Directors by the General Corporation Law.

 

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ARTICLE VI

 

LIMITATION OF LIABILITY

 

No director shall bepersonally liable to the Corporation or any of its stockholders for monetarydamages for breach of fiduciary duty as a director, except for liability (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) pursuantto Section 174 of the Delaware General Corporation Law or (iv) forany transaction from which the director derived an improper personal benefit. Anyrepeal or modification of this Article VI by the stockholders of theCorporation shall not adversely affect any right or protection of a director ofthe Corporation existing at the time of such repeal or modification withrespect to acts or omissions occurring prior to such repeal or modification.

 

ARTICLE VII

 

INDEMNIFICATION

 

The Corporation shallindemnify its directors and officers to the fullest extent authorized orpermitted by law, as now or hereafter in effect, and such right to indemnificationshall continue as to a person who has ceased to be a director or officer of theCorporation and shall inure to the benefit of his or her heirs, executors andpersonal and legal representatives; provided, however, that,except for proceedings to enforce rights to indemnification, the Corporationshall not be obligated to indemnify any director or officer (or his or herheirs, executors or personal or legal representatives) in connection with aproceeding (or part thereof) initiated by such person unless suchproceeding (or part thereof) was authorized or consented to by the Boardof Directors. The right to indemnification conferred by this Article VIIshall include the right to be paid by the Corporation the expenses incurred indefending or otherwise participating in any proceeding in advance of its finaldisposition.

 

The Corporation may, tothe extent authorized from time to time by the Board of Directors, providerights to indemnification and to the advancement of expenses to employees and agentsof the Corporation similar to those conferred in this Article VII todirectors and officers of the Corporation.

 

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The rights toindemnification and to the advance of expenses conferred in this Article VIIshall not be exclusive of any other right which any person may have orhereafter acquire under this Amended and Restated Certificate of Incorporation,the Bylaws of the Corporation, any statute, agreement, vote of stockholders ordisinterested directors or otherwise.

 

Any repeal ormodification of this Article VII by the stockholders of the Corporationshall not adversely affect any rights to indemnification and to the advancementof expenses of a director or officer of the Corporation existing at the time ofsuch repeal or modification with respect to any acts or omissions occurringprior to such repeal or modification.

 

ARTICLE VIII

 

STOCKHOLDER MEETINGS AND ACTIONS

 

A.                                   Unlessotherwise required by law, special meetings of stockholders, for any purpose orpurposes may be called by either (i) the Chairman, (ii) theBoard of Directors, or (iii) a committee of the Board of Directors thathas been duly designated by the Board of Directors and whose powers andauthority, as expressly provided in a resolution of the Board of Directors,include the power to call such meetings. The ability of the stockholders tocall a special meeting is hereby specifically denied.

 

B.                                     Theholders of shares of Common Stock shall not have cumulative voting rights.

 

C.                                     Anyaction required or permitted to be taken by the stockholders of the Corporationmust be effected at a duly called annual or special meeting of stockholders ofthe Corporation, and the ability of the stockholders to consent in writing tothe taking of any action is hereby specifically denied.

 

ARTICLE IX

 

AMENDMENT OF CERTIFICATE

 

Except as hereinotherwise provided, this Corporation reserves the right to amend, alter, changeor repeal any provision in this Amended and Restated Certificate ofIncorporation, in the manner now or hereafter prescribed by the GeneralCorporation Law,

 

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and all rights conferredon stockholders herein are granted subject to this reservation; provided,however, that, notwithstanding any other provision of this Amended andRestated Certificate of Incorporation (and in addition to any other vote that may berequired by law), the affirmative vote of the holders of at least eightypercent (80%) of the voting power of the shares entitled to vote at an electionof directors shall be required to amend, alter, change or repeal, or to adoptany provision as part of this Amended and Restated Certificate ofIncorporation inconsistent with the purpose and intent of Articles V, VII andVIII of this Amended and Restated Certificate of Incorporation or this Article IX.

 

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IN WITNESS WHEREOF, theCorporation has caused this Amended and Restated Certificate of Incorporationto be executed as of this     day of             ,2001 in its name and on its behalf by its Chairman, President and ChiefExecutive Officer pursuant to Section 103 of the General Corporation Lawof the State of Delaware.

 
|   | NEW CERIDIAN  CORPORATION |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   |
|   | Name:                     | Ronald L. Turner |
|   | Title:                    | Chairman, President and |
|   |                      | Chief Executive Officer |

 

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**CERTIFICATEOF OWNERSHIP**

**ANDMERGER OF**

 

**CERIDIANCORPORATION II**

**(aDelaware corporation)**

 

**INTO**

 

**NEWCERIDIAN CORPORATION**

**(a Delawarecorporation)**

 

Pursuant to Section 253of the Delaware General Corporation Law, New Ceridian Corporation, a Delawarecorporation (“New Ceridian”), the holder of 100% of the outstandingcommon stock, par value $.01 per share, of Ceridian Corporation II, a Delawarecorporation (“Ceridian II”), and Ceridian II hereby adopt thisCertificate of Ownership and Merger for the purpose of merging Ceridian II withand into New Ceridian (the “Merger”) and do hereby certify that:

 

FIRST:  New Ceridian is the owner of all of theoutstanding shares of common stock of Ceridian II, which has only one class ofcapital stock outstanding.

 

SECOND:  A copy of the resolutions of New Ceridian’sBoard of Directors authorizing the Merger, adopted as of February 14,2001, is attached as Attachment A and incorporated by reference into thisCertificate of Ownership and Merger. The Merger has been adopted, approved,certified, executed and acknowledged by New Ceridian in accordance with thelaws of the State of Delaware.

 

THIRD:  A copy of the resolutions of the Board ofDirectors of Ceridian II authorizing the merger, adopted February 14,2001, is attached as Attachment B and incorporated into this Certificate ofOwnership and Merger. The Merger has been adopted, approved, certified,executed and acknowledged by Ceridian II in accordance with the laws of theState of Delaware.

 

FOURTH:  New Ceridian Corporation, a Delawarecorporation, will be the surviving corporation.

 

FIFTH:  The Merger will become effective at 7:05 a.m.,CST, on March 30, 2001.

 

SIXTH:  As of the effective time of the Merger, Article Iof the Amended and

 

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Restated Certificate ofIncorporation of New Ceridian is hereby amended to change New Ceridian’scorporate name to “Ceridian Corporation.”

 

IN WITNESS WHEREOF, theundersigned signatures shall constitute the affirmation or acknowledgment ofthe signatory, under penalties of perjury, that the instrument is the signatory’sact and deed and that the facts stated herein are true.

 

 
| Dated: March 30,  2001 | NEW CERIDIAN  CORPORATION, |
|-----------------------------|----------------------------|
|                        | a Delaware corporation     |
|                        |                       |   |
|                        | By:                        | /s/  Gary M. Nelson |
|                        |                       | Gary  M. Nelson |
|                        | Its:                       | Vice  President, General Counsel and Secretary |
|                        |                       |   |
|                        |                       |   |
| Dated: March 30,  2001 | CERIDIAN CORPORATION  II,  |
|                        | a Delaware corporation     |
|                        |                       |   |
|                        | By:                        | /s/  William E. McDonald |
|                        |                       | William  E. McDonald |
|                        | Its:                       | Vice  President and Secretary |

 

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