AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INSIGHT ENTERPRISES, INC.

(AS AMENDED THROUGH MARCH 25, 2002)

1. Name. The name of the Corporation is Insight Enterprises, Inc.

2. Registered Office and Agent. The name and address of the registered

office and registered agent of the Corporation is The Corporation Trust Company,

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,

Delaware.

3. Purpose. The purpose for which this Corporation is organized is the

transaction of any or all lawful activity for which corporations may be

organized under the General Corporation Law of Delaware, as it may be amended

from time to time ("GCL").

4. Authorized Capital. The total number of shares of stock which the

Corporation shall have authority to issue is 103,000,000 shares, consisting of

100,000,000 shares of common stock having a par value of $.01 per share (the

"Common Stock") and 3,000,000 shares of preferred stock having a par value of

$.01 per share (the "Preferred Stock").

The Board of Directors is authorized, subject to limitations prescribed by

law and the provisions of this Article 4, to provide for the issuance of the

shares of Preferred Stock in series, and by filing a certificate pursuant to the

applicable law of the State of Delaware, to establish from time to time the

number of shares to be included in each such series, and to fix the designation,

powers, preferences and rights of the shares of each such series and the

qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but

not be limited to, determination of the following:

(a) The number of shares constituting that series and the

distinctive designation of that series;

(b) The dividend rate on the shares of that series, whether

dividends shall be cumulative, and, if so, from which date or dates, and the

relative rights of priority, if any, of payment of dividends on shares of that

series;

(c) Whether that series shall have voting rights, in addition to the

voting rights provided by law, and, if so, the terms of such voting rights;

(d) Whether that series shall have conversion privileges, and, if

so, the terms and conditions of such conversion, including provision for

adjustment of the conversion rate in such events as the Board of Directors shall

determine;

(e) Whether or not the shares of that series shall be redeemable,

and, if so, the terms and conditions of such redemption, including the date or

dates upon or after which they shall be redeemable, and the amount per share

payable in case of redemption, which amount may vary under different conditions

and at different redemption dates;

(f) Whether that series shall have a sinking fund for the redemption

or purchase of shares of that series, and, if so, the terms and amount of such

sinking fund;

(g) The rights of the shares of that series in the event of

voluntary or involuntary liquidation, dissolution or winding up of the

Corporation, and the relative rights of priority, if any, of payment of shares

of that series; and

(h) Any other relative rights, preferences and limitations of that

series.

5. Classification and Terms of Directors. The business and affairs of the

Corporation shall be managed by or under the direction of the Board of Directors

consisting of not less than three directors nor more than nine directors, the

exact number of directors to be determined from time to time by resolution

adopted by the Board of Directors. The directors shall be divided into three

classes, designated Class I, Class II and Class III. Each class shall consist,

as nearly as may be possible, of one-third of the total number of directors

constituting the entire Board of Directors. The terms of the initial Class I

directors shall terminate on the date of the 1995 annual meeting of

stockholders; the terms of the initial Class II directors shall terminate on the

date of the 1996 annual meeting of stockholders; and the terms of the initial

Class III directors shall terminate on the date of the 1997 annual meeting of

stockholders. At each annual meeting of stockholders beginning in 1995,

successors to the class of directors whose term expires at that annual meeting

shall be elected for a three-year term. If the number of directors is changed,

any increase or decrease shall be apportioned among the classes so as to

maintain the number of directors in each class as nearly equal as possible, and

any additional directors of any class elected to fill a vacancy resulting from

an increase in such class shall hold office for a term that shall coincide with

the remaining terms of that class, but in no case will a decrease in the number

of directors shorten the term of any incumbent director. A director shall hold

office until the annual meeting for the year in which his term expires and until

his successor shall be elected and shall qualify, subject, however, to prior

death, resignation, retirement, disqualification or removal from office. Any

vacancy on the Board of Directors that results from an increase in the number of

directors may be filled by a majority of the whole Board of Directors, and any

other vacancy may be filled by a majority of the directors then in office, even

if less than a quorum, or by a sole remaining director. Any director elected to

fill a vacancy shall hold office for a term that shall coincide with the term of

the class to which such director shall have been elected.

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 Certificate of Incorporation or the resolution or resolutions

adopted by the Board of Directors pursuant to Article 4 applicable thereto, and

such directors so elected shall not be divided into classes pursuant to this

Article 5 unless expressly provided by such terms.

6. Removal of Directors. Subject to the rights, if any, of the holders of

shares of Preferred Stock then outstanding, any or all of the directors of the

Corporation may be removed from office at any time, but only for cause and only

by the affirmative vote of the holders of a majority of the outstanding shares

of the Corporation then entitled to vote generally in the election of directors,

considered for purposes of this Article 6 as one class.

7. Election of Directors. Elections of directors at an annual or special

meeting of stockholders shall be by written ballot unless the Bylaws of the

Corporation shall otherwise provide. Advance notice of stockholder nominations for

the election of directors shall be given in the manner provided in the Bylaws of

the Corporation.

8. Special Meetings. Special meetings of the stockholders of the

Corporation for any purpose or purposes may be called at any time only by the

Chairman of the Board, the Chief Executive Officer, or the Board of Directors

pursuant to a resolution approved by a majority of the whole Board of Directors,

or at the request in writing of stockholders owning twenty-five percent (25%) or

more in amount of the capital stock issued and outstanding and entitled to vote.

Special meetings of the stockholders may not be called by any other person or

persons. Business transacted at any special meeting of the stockholders shall be

limited to the purposes stated in the notice of such meeting.

9. Special Voting Requirements.

(a) Except as set forth in Section B of this Article 9, the

affirmative vote of the holders of two-thirds of the outstanding stock of the

Corporation entitled to vote shall be required for:

(1) any merger or consolidation to which the Corporation, or

any of its subsidiaries, and an Interested Person (as hereinafter defined) are

parties;

(2) any sale or other disposition by the Corporation, or any

of its subsidiaries, of all or substantially all of its assets to an Interested

Person;

(3) any purchase or other acquisition by the Corporation, or

any of its subsidiaries, of all or substantially all of the assets or stock of

an Interested Person; and

(4) any other transaction with an Interested Person which

requires the approval of the stockholders of the Corporation under the GCL, as

in effect from time to time.

(b) The provisions of Section (a) of this Article 9 shall not be

applicable to any transaction described therein if such transaction is approved

by resolution of the Corporation's Board of Directors, provided that a majority

of the members of the Board of Directors voting for the approval of such

transaction are Continuing Directors. The term "Continuing Director" shall mean

any member of the Board of Directors of the Corporation who is not the

Interested Person, and not an affiliate, associate, representative or nominee of

the Interested Person or of such an affiliate or associate, that is involved in

the relevant transaction, and (A) was a member of the Board of Directors on

November 9, 1994 or (B) was a member of the Board of Directors prior to the date

that the person, firm or corporation, or any group thereof, with whom such

transaction is proposed, became an Interested Person, or (C) whose initial

election as a director of the Corporation succeeds a Continuing Director or is a

newly created directorship, and in either case was recommended by a majority

vote of the Continuing Directors then in office.

(c) As used in this Article 9, the term "Interested Person" shall

mean any person, firm or corporation, or any group thereof, acting or intending

to act in concert, including any person directly or indirectly controlling or

controlled by or under direct or indirect common control with such person, firm

or corporation or group, which owns of record or beneficially, directly or

indirectly, five percent (5%) or more of any class of voting securities of the

Corporation; except that the term "Interested Person" shall not mean or apply to

a person, firm or corporation which owned of record or beneficially twenty-five

percent (25%) or more of any class of voting securities of the Corporation at

the effective time of the merger of Insight Enterprises, Inc., an Arizona

corporation, into the Corporation.

10. Limitation of Liability. No director of the Corporation shall be

personally liable to the Corporation or its stockholders for monetary damages

for any breach of fiduciary duty by such a director as a director. Notwithstanding

the foregoing sentence, a director shall be liable to the extent provided by

applicable law (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) pursuant

to Section 174 of the GCL, or (iv) for any transaction from which such director

derived an improper personal benefit. No amendment to or repeal of this Article 10

shall apply to or have an effect on the liability or alleged liability of any

director of the Corporation for or with respect to any acts or omissions of such

director occurring prior to such amendment or repeal.

11. Bylaws. In furtherance and not in limitation of the powers conferred

by statute, the Board of Directors is expressly authorized by majority vote of

the whole Board of Directors to adopt, repeal, alter, amend or rescind the

Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be

adopted, repealed, altered, amended, or rescinded by the affirmative vote of

two-thirds of the outstanding stock of the Corporation entitled to vote thereon;

provided, if the Continuing Directors, as defined in Article 9, shall by a

two-thirds favorable vote of such Continuing Directors have adopted a resolution

approving the amendment or repeal proposal and have determined to recommend it

for approval by the holders of stock entitled to vote thereon, then the vote

required shall be the affirmative vote of the holders of at least a majority of

the outstanding shares entitled to vote thereon.

12. Action by Consent of Stockholders. Any action required or permitted to

be taken by the stockholders must be effected at a duly called and noticed

annual or special meeting of such stockholders and may not be effected by any

consent in writing by such stockholders.

13. Certificate. The Corporation specifically elects not to be governed by

Section 203 of the GCL. The Corporation reserves the right to amend, alter,

change or repeal any provision contained in this Certificate of Incorporation in

the manner now or hereafter prescribed by statute and the Certificate of

Incorporation, and all rights conferred on stockholders herein are granted

subject to the reservations in this Article 13; provided, however, the

affirmative vote of the holders of at least two-thirds of the voting power of the outstanding stock of the Corporation entitled to vote thereon shall be

required to alter, amend, or adopt any provision inconsistent with or repeal

Articles 5, 6, 7, 8, 9, 10, 11, 12 and this Article 13; provided, if the

Continuing Directors, as defined in Article 9, shall by a two-thirds favorable

vote of such Continuing Directors have adopted a resolution approving the

amendment or repeal proposal and have determined to recommend it for approval by

the holders of stock entitled to vote thereon, then the vote required shall be

the affirmative vote of the holders of at least a majority of the outstanding

shares entitled to vote thereon.

14. Incorporator. The name and address of the sole incorporator is as

follows:

Eric J. Crown

6820 S. Harl Avenue

Tempe, AZ 85283

 

 

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INSIGHT ENTERPRISES, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Insight Enterprises, Inc., a corporation organized under and by virtue of the DGCL (the “Corporation”), has adopted the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”):

1. The name of the Corporation is Insight Enterprises, Inc.

2. The following amendments (collectively, the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) were duly adopted by resolution of the Board of Directors of the Corporation on December 2, 2014. The Amendment was adopted by the stockholders of the Corporation at a meeting of stockholders duly called and held on May 19, 2015.

3. The Certificate of Incorporation is hereby amended by deleting Section 5 and inserting in lieu a new Section 5 to read as follows:

5. Classification and Terms of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors consisting of not less than three directors nor more than twelve directors, the exact number of directors to be determined from time to time by resolution adopted by the Board of Directors.

Until the election of directors at the 2016 annual meeting of stockholders (each annual meeting of stockholders, an “Annual Meeting”), pursuant to Section 141(d) of the DGCL, the Board shall be divided into three classes of directors, Class I, Class II and Class III (each class as nearly equal in number as possible), with the directors in Class I having a term expiring at the 2016 Annual Meeting, the directors in Class II having a term expiring at the 2017 Annual Meeting and the directors in Class III having a term expiring at the 2018 Annual Meeting. Commencing with the election of directors at the 2016 Annual Meeting, pursuant to Section 141(d) of the DGCL, the Board shall be divided into two classes of directors, Class I and Class II, with the directors in Class I having a term that expires at the 2017 Annual Meeting and the directors in Class II having a term that expires at the 2018 Annual Meeting. The successors of the directors who, immediately prior to the 2016 Annual Meeting, were members of Class I (and whose terms expire at the 2016 Annual Meeting) shall be elected to Class I; the directors who, immediately prior to the 2016 Annual Meeting, were members of Class II (and whose terms were scheduled to expire at the 2017 Annual Meeting) shall become members of Class I for a term expiring at the 2017 Annual Meeting; and the directors who, immediately prior to the 2016 Annual Meeting, were members of Class III (and whose terms were scheduled to expire at the 2018 Annual Meeting) shall be members of Class II for a term expiring at the 2018 Annual Meeting.

Commencing with the election of directors at the 2017 Annual Meeting, pursuant to Section 141(d) of the DGCL, there shall be a single class of directors, Class I, with all directors of such class having a term that expires at the 2018 Annual Meeting. The successors of the directors who, immediately prior to the 2017 Annual Meeting, were members of Class I (and whose terms expire at the 2017 Annual Meeting) shall be elected to Class I and the directors who, immediately prior to the 2017 Annual Meeting, were members of Class III (and whose terms were scheduled to expire at the 2018 Annual Meeting) shall become members of Class I for a term expiring at the 2018 Annual Meeting.


From and after the election of directors at the 2018 Annual Meeting, the Board shall cease to be classified as provided in Section 141(d) of the DGCL, and the directors elected at the 2018 Annual Meeting (and each Annual Meeting thereafter) shall be elected for a term expiring at the next Annual Meeting.

Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the terms of the class in which such director shall have been elected or, following the termination of the division of directors into classes, each director so chosen shall hold office for a term expiring at the next annual meeting of stockholders held after his or her election as director and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten term of any incumbent director.

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 Certificate of Incorporation and the resolution or resolutions adopted by the Board of Directors pursuant to Article 4 applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article 5 unless expressly provided by such terms.

4. The Certificate of Incorporation is hereby amended by deleting Section 6 and inserting in lieu thereof a new Section 6 to read as follows:

6. Removal of Directors. Subject to the rights of the holders of any one or more series of Preferred Stock to elect additional directors under specific circumstances, (i) any director in a class of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class shall be removable only for cause, and all other directors shall be removable either with or without cause, and (ii) the removal of any director, whether with or without cause, shall require the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote generally in the election of directors.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 19th day of May, 2015.

 

INSIGHT ENTERPRISES, INC.

By:

 

Name:

 

Title:

 

 

 

[As Filed: 05-21-2015]