**EXHIBIT 3.1**

 

**RESTATED CERTIFICATE OF INCORPORATION**

 

**OF**

 

**FORGENT NETWORKS, INC.**

 

FIRST: The name of the Corporation (the *“Corporation”)*is Forgent Networks, Inc., formerly known as VTEL Corporation. 

 

SECOND: The address of the Corporation’s registered office in the Stateof Delaware is Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 

 

THIRD: The purpose of the Corporation is to engage in any lawful act oractivity for which corporations may be organized under the General Corporation Law of Delaware. 

 

FOURTH: The Corporation shall have the authority to issue two (2) classes of shares to be designated, respectively, *“Preferred Stock”*and*“Common Stock.”*All of said shares shall be One Cent ($.01) par value each. The total number of shares of capital stock which the Corporation shall have the authority to issue is Fifty Million (50,000,000), which shall consist ofForty Million (40,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. 

 

FIFTH: The relative preferences, powers, rights, qualifications, limitations and restrictions in respect of the Common Stock and the Preferred Stock areas follows: 

 

The Preferred Stock authorized by this RestatedCertificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation (the *“Board of Directors”)*is hereby authorized to fix or alter the dividend rights, dividend rate,conversion rights, voting rights, rights and terms of redemption, including sinking fund provisions, the redemption price or prices, the liquidation preferences and the other preferences, powers, rights, qualifications, limitations and restrictionsof any wholly unissued class or series of Preferred Stock and the number of shares constituting any such series and the designation thereof, or any of them. 

 

The Board of Directors is further authorized to increase or decrease the number of shares of any series of Preferred Stock, the number of which was fixedby it, subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding, subject to the limitations and restrictions stated in the resolution of the Board of Directors originally fixing the numberof shares of such series. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of sharesof such series. 

 

SIXTH: Elections of directors need not be byballot unless the By-Laws of the Corporation shall so provide. 

 

SEVENTH: The Board of Directors of the Corporation may make By-Laws and from time to time may alter, amend or repeal By-Laws. 

EIGHTH: No director of the Corporation shall have personal liability to the Corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director, provided that nothing in this Article 8 shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporationor its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under § 174 of the Delaware General Corporation Law (the *“DGCL”),*or (iv) for anytransaction from which the director derived an improper personal benefit. In the event the DGCL is amended after the date hereof so as to authorize corporate action further eliminating or limiting the liability of directors of the Corporation, theliability of the directors shall thereupon be eliminated or limited to the maximum extent permitted by the DGCL, as so amended from time to time. 

 

NINTH: The Corporation shall indemnify any person: 

 

(a) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation asa director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurredby him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, hadno reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe hisaction was unlawful, or 

 

(b) who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actuallyand reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that noindemnification shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action orsuit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chanceryor such other court shall deem proper. 

 

To the extent that adirector, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) and (b) of this Article 9, or in defense of any claim, issue ormatter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. 

 

Any indemnification under subparagraphs (a) and (b) of this Article 9 (unless ordered by a court) shall be made by the Corporation only as authorized inthe specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this Article 9.Such determination shall be made (i) by the Board of Directors by a majority vote of the quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable aquorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. 

 

Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action,suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or 

 

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officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by theCorporation as authorized in this Article 9. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. 

 

The indemnification and advancement of expenses provided by, or grantedpursuant to, this Article 9 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in another capacity while holding such office. 

 

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or isor was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 9. 

 

For purposes of this Article 9, references to *“the Corporation”*shall include, in addition to the resultingcorporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, andemployees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 9 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if itsseparate existence had continued. 

 

For purposes of this Article9, references to *“other enterprises”*shall include employee benefit plans; references to *“fines”* shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to*“serving at the request of the Corporation”*shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent withrespect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall bedeemed to have acted in a manner *“not opposed to the best interests of the Corporation”*as referred to in this Article 9. 

 

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 9 shall, unless otherwise provided when authorized orratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 

 

TENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of themand/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 onthe application of any receiver or receivers appointed for the Corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for theCorporation under the provisions of § 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 suchmanner 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 compromiseor arrangement and to any reorganization of the Corporation as 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 beenmade, 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. 

 

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