Exhibit 3.1.1

               This Exhibit replaces in its entirety Exhibit 3.1

 

                          SECOND AMENDED AND RESTATED

 

                         CERTIFICATE OF INCORPORATION

 

                                      OF

 

                     THE CORPORATE EXECUTIVE BOARD COMPANY

                                       

 

     The undersigned, for the purpose of amending and restating the Certificate

of Incorporation of The Corporate Executive Board Company, a Delaware

corporation (the "Corporation"), does hereby certify that:

 

     (1) The name of the Corporation is The Corporate Executive Board Company.

 

     (2) The Corporation was originally incorporated under the name The

Corporate Advisory Board Company.  The date of filing of its original

Certificate of Incorporation with the Secretary of State of Delaware was

September 11, 1997.

 

     (3) This Second Amended and Restated Certificate of Incorporation was duly

adopted as of February 18, 1999 pursuant to Section 242 and Section 245 of the

Delaware General Corporation Law.

 

     (4) The Certificate of Incorporation of The Corporate Executive Board

Company is hereby amended and restated in its entirety as follows:

 

     FIRST:  Name.  The name of the corporation is The Corporate Executive Board

             ----                                                              

Company (the "Corporation").

 

     SECOND:  Registered Office and Registered Agent.  The address of the

              --------------------------------------                    

Corporation's registered office in the State of Delaware is 9 East Loockerman

Street, in the City of Dover 19901, County of Kent.  The name of the registered

agent of the Corporation at such address is National Registered Agents, Inc.

 

     THIRD:  Purpose.  The purpose for which the Corporation is organized is to

             -------                                                          

engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of the State of Delaware.

 

     FOURTH:  Capitalization.

              --------------

 

     The total number of shares of all classes of stock which the Corporation

shall have authority to issue is one hundred eighteen million, one hundred

eighty-eight thousand, nine hundred sixty (118,188,960), consisting of seventeen

thousand two hundred (17,200) shares of Class A Voting Common Stock ("Voting

Common Stock"), par value one cent ($0.01) per share,

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thirteen million one hundred seventy-one thousand seven hundred sixty

(13,171,760) shares of Class B Non-Voting Common Stock ("Non-Voting Common

Stock"), par value one cent ($0.01) per share, five million (5,000,000) shares

of Preferred Stock, par value one cent ($0.01) per share (the "Preferred Stock")

and one hundred million (100,000,000) shares of Common Stock, par value one cent

($0.01) per share (the "Common Stock"). Pursuant to Section 243(b), following

the retirement of shares of Voting Common Stock and Non-Voting Common Stock, the

reissuance of Voting Common Stock and Non-Voting Common Stock is expressly

prohibited.

 

     The designations, preferences, qualifications, limitations, restrictions

and the special or relative rights granted to or imposed upon the Common Stock

and Preferred Stock of the Corporation are as follows:

 

     (a) Provisions Relating to the Common Stock

         ---------------------------------------

 

          (1)  Conversion.  Each share of the Voting Common Stock and each share

     of the Non-Voting Common Stock shall automatically convert into one share

     of Common Stock without the requirement of any further action upon the

     transfer of any shares of Non-Voting Common Stock or Voting Common Stock to

     one or more underwriters pursuant to one or more underwriting agreements in

     connection with a public offering that is subject to an effective

     registration statement under the Securities Act of 1933, as amended (the

     "Securities Act") (the "Conversion").

 

          (2)  Voting.  Except as otherwise expressly required by law or

               ------                                                  

     provided in this Second Amended and Restated Certificate of Incorporation,

     and subject to any voting rights provided to holders of Preferred Stock at

     any time outstanding, at each annual or special meeting of stockholders,

     each holder of record of shares of Common Stock on the relevant record date

     shall be entitled to cast one vote in person or by proxy for each share of

     the Common Stock standing in such holder's name on the stock transfer

     records of the Corporation.  There shall be no cumulative voting.  The

     number of authorized shares of Common Stock may be increased or decreased

     (but not below the number of shares thereof then outstanding) by the

     affirmative vote of the holders of a majority of the stock of the

     Corporation entitled to vote, irrespective of the provisions of Section

     242(b)(2) of the General Corporation Law of the State of Delaware.

 

          (3)  Dividends.  Subject to the rights of the holders of Preferred

               ---------                                                   

     Stock, and subject to any other provisions of this Second Amended and

     Restated Certificate of Incorporation, as it may be amended from time to

     time, holders of shares of Common Stock shall be entitled to receive such

     dividends and other distributions in cash, stock or property of the

     Corporation when, as and if declared thereon by the Board of Directors from

     time to time out of assets or funds of the Corporation legally available

     therefor.

 

          (4)  Liquidation, Dissolution, etc.  In the event of any liquidation,

               -----------------------------                                  

     dissolution or winding up (either voluntary or involuntary) of the

     Corporation, the holders of shares of Common Stock shall be entitled to

     receive the assets and funds of the Corporation available for distribution

     after payments to creditors and to the holders of any Preferred Stock of

     the Corporation that may at the time be outstanding, in proportion to the

     number of shares held by them.

 

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          (5)  No Preemptive, Subscription or Conversion Rights.  No holder of

               ------------------------------------------------              

     shares of Common Stock shall be entitled to preemptive , subscription or

     conversion rights.

 

     (b) Provisions Relating to the Preferred Stock

         ------------------------------------------

 

         The Board of Directors is hereby expressly authorized to provide for

     the issuance of all or any shares of the Preferred Stock in one or more

     classes or series, and to fix for each such class or series such voting

     powers, full or limited, or no voting powers, and such designations,

     preferences and relative, participating, optional or other special rights

     and such qualifications, limitations or restrictions thereof, as shall be

     stated and expressed in the resolution or resolutions adopted by the Board

     of Directors providing for the issuance of such class or series, including,

     without limitation, the authority to provide that any such class or series

     may be (i) subject to redemption at such time or times and at such price or

     prices; (ii) entitled to receive dividends (which may be cumulative or non-

     cumulative) at such rates, on such conditions, and at such times, and

     payable in preference to, or in such relation to, the dividends payable on

     any other class or classes or any other series; (iii) entitled to such

     rights upon the dissolution of, or upon any distribution of the assets of,

     the Corporation; or (iv) convertible into, or exchangeable for, shares of

     any other class or classes of stock, or of any other series of the same or

     any other class or classes of stock, of the Corporation at such price or

     prices or at such rates of exchange and with such adjustments; all as may

     be stated in such resolution or resolutions.

 

     (c) Provisions Relating to Limitation on Stockholder Rights Plan

         ------------------------------------------------------------

 

          Notwithstanding any other powers set forth in this Second Amended and

     Restated Certificate of Incorporation, the Board of Directors shall not

     adopt a stockholders "rights plan" (which for this purpose shall mean any

     arrangement pursuant to which, directly or indirectly, Common Stock or

     Preferred Stock purchase rights may be distributed to stockholders that

     provide all stockholders, other than persons who meet certain criteria

     specified in the arrangement, the right to purchase the Common Stock or

     Preferred Stock at less than the prevailing market price of the Common

     Stock or Preferred Stock), unless (i) such rights plan is ratified by the

     affirmative vote of a majority of the votes cast of the capital stock of

     the Corporation then outstanding and entitled to vote on the election of

     directors and present in person or represented by proxy at the next meeting

     (annual or special) of stockholders; (ii) by its terms, such rights plan

     expires within thirty-seven (37) months from the date of its adoption,

     unless extended by the affirmative vote of a majority of the voting power

     of the shares of capital stock of the Corporation then entitled to vote at

     an election of directors; and (iii) at any time the rights issued

     thereunder will be redeemed by the Corporation upon the affirmative vote of

     a majority of the voting power of the shares of capital stock of the

     Corporation then entitled to vote at an election of directors.

 

     FIFTH:  Amendment of Bylaws.  In furtherance and not in limitation of the

             -------------------                                             

powers conferred by statute, the Board of Directors is expressly authorized to

make, repeal, alter, amend and rescind the bylaws of the Corporation.

 

                                       3

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     SIXTH:  Powers of the Corporation and of its Directors and Stockholders.

             ---------------------------------------------------------------

 

     The following provisions are inserted for the management of the business

and the conduct of the affairs of the Corporation, and for further definition,

limitation and regulation of the powers of the Corporation and of its directors

and stockholders:

 

     (a)  Management of the Corporation

          -----------------------------

 

          The business and affairs of the Corporation shall be managed by or

     under the direction of the Board of Directors.

 

     (b)  Directors

          ---------

 

          (1) The number of directors which shall constitute the whole Board of

     Directors shall be determined by resolution of a majority of the Board of

     Directors, but in no event shall be less than one.  The number of directors

     may be decreased at any time and from time to time by a majority of the

     directors then in office, but only to eliminate vacancies existing by

     reason of death, resignation, removal or expiration of the term of one or

     more directors.

 

          (2) A director shall hold office until the succeeding annual meeting

     (or special meeting in lieu thereof) and until his or her successor shall

     be elected and shall qualify, subject, however, to prior death,

     resignation, retirement, disqualification or removal from office.

 

          (3)  (i)  Directors may be removed with or without cause by a vote of

               the holders of shares entitled to vote at an election of

               directors at a duly called meeting of such holders, provided that

               no director shall be removed for cause except by the affirmative

               vote of not less than a majority of the voting power of the

               shares then entitled to vote at an election of directors.

 

               (ii)  Notwithstanding the foregoing, whenever the holders of any

               one or more classes or series of Preferred Stock issued by the

               Corporation shall have the right, voting separately by class or

               series, to elect directors at an annual or special meeting of

               stockholders, the election, term of office, filling of vacancies

               and other features of such directorships shall be governed by the

               terms of this Second Amended and Restated Certificate of

               Incorporation applicable thereto.

 

          (4) Any vacancy in the Board of Directors, however occurring,

     including a vacancy resulting from an enlargement of the Board, may be

     filled only by a vote of a majority of the directors then in office,

     although less than a quorum, or by a sole remaining director.  A director

     elected to fill a vacancy shall be elected for the unexpired term of his

     predecessor in office, if applicable, and a director chosen to fill a

     position resulting from an increase in the number of directors shall hold

     office until the next annual meeting (or special meeting in lieu thereof)

     and until his or her successor shall be elected and shall qualify, subject,

     however, to prior death, resignation, retirement, disqualification or

     removal from office.

 

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          (5) Elections of directors need not be by written ballot unless the

     bylaws of the corporation shall so provide.

 

     (c)  Stockholders

          ------------

 

          (1) Stockholders of the Corporation may not act by written consent

     without a meeting.

 

          (2) Special meetings of stockholders of the Corporation may be called

     by the Board of Directors pursuant to a resolution adopted by a majority of

     the Directors then serving, by the Chairman of the Board, or by any holder

     or holders of at least forty percent (40%) of the outstanding shares of

     capital stock of the Corporation then entitled to vote on any matter for

     which the respective special meeting is being called.

 

          (3) Meetings of stockholders may be held within or without the State

     of Delaware, as the Bylaws may provide.  The books of the Corporation may

     be kept (subject to any provision contained in the General Corporation Law

     of the State of Delaware) outside the State of Delaware at such place or

     places as may be designated from time to time by the Board of Directors or

     in the bylaws of the Corporation.

 

     SEVENTH:  Duration.  The duration of the Corporation shall be perpetual.

               --------                                                      

 

     EIGHTH:  Section 203.  Pursuant to Section 203(b)(1) of the General

              -----------                                              

Corporation Law of the State of Delaware, the Corporation hereby expressly opts

not to be governed by Section 203 of the General Corporation Law of the State of

Delaware.

 

     NINTH:  Liability and Indemnification.

             -----------------------------

 

     (a)  Liability.

          ---------

 

          A director of the Corporation shall not be personally liable to the

     Corporation or any of 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

     General Corporation Law of the State of Delaware, or (iv) for any

     transaction from which the director derived any improper personal benefit.

     If the General Corporation Law of the State of Delaware is amended after

     approval by the stockholders of this Article Ninth to authorize corporate

     action further eliminating or limiting 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

     the State of Delaware, as so amended.  Any repeal or modification of this

     Article Ninth by the stockholders of the Corporation shall not adversely

     affect any right or protection of a director of the Corporation existing at

     the time of such repeal or modification with respect to acts or omissions

     occurring prior to such repeal or modification.

 

     (b)  Indemnification.

          ---------------

 

                                       5

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          (1) Each person who was or is made 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 (hereinafter a

     "proceeding") (including an action by or in the right of the Corporation),

     by reason of the fact that he is or was serving as a director or officer of

     the Corporation (or is or was serving at the request of the Corporation in

     a similar capacity with another entity, including employee benefit plans),

     shall be indemnified and held harmless by the Corporation to the fullest

     extent authorized by the General Corporation Law of the State of Delaware.

     This indemnification will cover all expense, liability and loss (including

     attorneys' fees, judgments, fines, ERISA excise taxes or penalties and

     settlement amounts) reasonably incurred by the director in connection with

     a proceeding.  All such indemnification shall continue as to a director or

     officer who has ceased to be a director or officer and shall continue to

     the benefit of such director's or officer's heirs, executors and

     administrators.  Except as provided in paragraph (b)(2) of this Article

     Ninth with respect to proceedings to enforce rights to indemnification, the

     Corporation shall indemnify any such director or officer who initiates a

     proceeding only if such proceeding was authorized by the Board of Directors

     of the Corporation.  The right to indemnification conferred by this Article

     Ninth shall be a contract right and may include the right to be paid by the

     Corporation the expenses incurred in defending any such proceeding in

     advance of its final disposition (hereinafter an "advancement of

     expenses").  If the General Corporation Law of the State of Delaware

     requires, an advancement of expenses incurred by a director or officer in

     his capacity as a director or officer shall be made only upon delivery to

     the Corporation of an undertaking by such director or officer to repay all

     amounts so advanced if it is ultimately determined by final judicial

     decision that such director or officer is not entitled to be indemnified

     for such expenses under this Article Ninth or otherwise (hereinafter an

     "undertaking").

 

          (2) If a claim under paragraph (b)(1) of this Article Ninth is not

     paid in full by the Corporation within ninety days after receipt of a

     written claim, the director or officer may bring suit against the

     Corporation to recover the unpaid amount.  (In the case of a claim for

     advancement of expenses, the applicable period will be twenty days.)  If

     successful in any such suit, the director or officer will also be entitled

     to be paid the expense of prosecuting such suit.  In any suit brought by

     the director or officer to enforce a right to indemnification hereunder

     (but not in a suit brought by the director or officer to enforce a right to

     an advancement of expenses), it shall be a defense that the director or

     officer has not met the applicable standard of conduct under the General

     Corporation Law of the State of Delaware.  In any suit by the Corporation

     to recover an advancement of expenses pursuant to the terms of an

     undertaking, it shall be entitled to recover such expenses upon a final

     adjudication that the director or officer has not met the applicable

     standard of conduct set forth in the General Corporation Law of the State

     of Delaware.  Neither the failure of the Board of Directors of the

     Corporation to determine prior to the commencement of such suit that the

     director or officer has met the applicable standard of conduct for

     indemnification set forth in the General Corporation Law of the State of

     Delaware, nor an actual determination by the Board of Directors of the

     Corporation that the director or officer has not met such applicable

     standard of conduct, shall create a presumption that the director or

     officer has not met the applicable standard of conduct, and, in the case of

     such a suit brought by the director or officer to enforce a right hereunder

     or by the Corporation to recover an advancement of expenses pursuant to the

 

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     terms of an undertaking, the burden of proving that the director or officer

     is not entitled to be indemnified or to such advancement of expenses under

     this Article Ninth or otherwise shall be on the Corporation.

 

          (3) The rights to indemnification and to the advancement of expenses

     conferred in this Article Ninth are not exclusive of any other right which

     any person may have or hereafter acquire under any statute, this Second

     Amended and Restated Certificate of Incorporation, bylaw, agreement, vote

     of stockholders or disinterested directors or otherwise.

 

          (4) The Corporation may maintain insurance, at its expense, to protect

     itself and any director, officer, employee or agent of the Corporation or

     other entity against any expense, liability or loss, whether or not the

     Corporation would have the power to indemnify such person under the General

     Corporation Law of the State of Delaware.

 

          (5) The Corporation may, if authorized by the Board of Directors,

     grant rights to indemnification and to the advancement of expenses to any

     employee or agent of the Corporation to the same extent as for directors of

     the Corporation.

 

     TENTH:  Creditor Compromise or Arrangement.  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 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.

 

     ELEVENTH:  Corporate Power.  The Corporation reserves the right to amend,

                ---------------                                              

alter, change or repeal any provision contained in this Second Amended and

Restated Certificate of Incorporation, in the manner now or hereafter prescribed

by statute, and all rights conferred on stockholders herein are granted subject

to this reservation.

 

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     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be

hereunto affixed and this Second Amended and Restated Certification of

Incorporation to be executed by James J. McGonigle, its Chief Executive Officer,

this 18th day of February, 1999.

 

 

 

                                                By:  /s/ James McGonigle

                                                   -----------------------------

                                                Name:    James McGonigle

                                                Title:   Chief Executive Officer