Restated Articles Of Incorporation

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ADVANCED DIGITAL INFORMATION CORPORATION

RESTATED ARTICLES OF INCORPORATION


Pursuant to provisions of RCW 23B.10.070, the following constitutes Restated Articles of Incorporation of Advanced Digital Information Corporation, a Washington corporation.


ARTICLE 1. NAME


The name of this corporation is Advanced Digital Information Corporation.


ARTICLE 2. DURATION


This corporation is organized under the Washington Business Corporation Act and has perpetual existence.


ARTICLE 3. POWERS


This corporation has any and all powers that a corporation formed under the Washington Business Corporation Act, or any amendment thereto or substitute therefor, may at the time lawfully exercise.


ARTICLE 4. CAPITAL STOCK


4.1 Authorized Capital

The total authorized stock of this corporation consists of 160,000,000 shares of Common Stock, no par value, and 4,000,000 shares of Preferred Stock, no par value.

4.2 Issuance of Preferred Stock in Series

The Preferred Stock may be issued from time to time in one or more series, the shares of each series to have the designation, voting power, preferences, limitations and relative rights as are set forth herein or in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors.

4.2.1 Authority of the Board of Directors

Authority is hereby expressly granted to the Board of Directors of this corporation, subject to the provisions of this Article 4 and to the limitations prescribed by law, to authorize the issue of one or more series of Preferred Stock. The authority of the Board of Directors with respect to each series of Preferred Stock includes, but is not limited to, the determination or fixing of the following:

(a) The number of shares of such series;

(b) The designation of such series;

(c) The dividends of such series, the conditions and dates upon which such dividends are payable, the relation which such dividends bear to the dividends payable on any other class or classes of stock and whether such dividends are cumulative or noncumulative;

(d) Whether the shares of such series are subject to redemption by this corporation and, if so subject to redemption, the terms and conditions of such redemption;

(e) The terms and amounts of any sinking fund provided for the purchase or redemption of the shares of such series;

(f) Whether or not the shares of such series are convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of stock of this corporation and, if provision is made for conversion or exchange, the terms and conditions of such conversion or exchange;

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(g) The extent, if any, to which the holders of the shares of such series are entitled to vote with respect to the election of directors or otherwise, including the right to elect a specified number or class of directors, the number or percentage of votes required for certain actions, and the extent to which a vote by class or series is required for certain actions;

(h) The restrictions, if any, on the issue or reissue of any shares of such series;

(i) The rights of the holders of the shares of such series upon the dissolution of, or upon the distribution of the assets of, this corporation; and

(j) The extent, if any, to which any committee of the Board of Directors may establish the designation of and the voting power, preferences, limitations and relative rights of the shares of such series.

4.2.2 Dividends

Subject to any preferential rights granted for any series of Preferred Stock, the holders of shares of the Common Stock are entitled to receive dividends, out of the funds of this corporation legally available therefor, at the rate and at the time or times, whether cumulative or noncumulative, as may be provided by the Board of Directors. The holders of shares of the Preferred Stock are entitled to receive dividends to the extent provided herein or by the Board of Directors in designating the particular series of Preferred Stock. The holders of shares of the Common Stock are not entitled to receive any dividends thereon other than the dividends referred to in this section.

4.2.3 Voting

The holders of shares of the Common Stock, on the basis of one vote per share, have the right to vote for the election of members of the Board of Directors of this corporation and the right to vote on all other matters, except those matters on which a separate class of this corporation's shareholders vote by class or series to the exclusion of the holders of the shares of the Common Stock. To the extent provided herein or by resolution or resolutions of the Board of Directors providing for the issue of a series of Preferred Stock, the holders of each such series have the right to vote for the election of members of the Board of Directors of this corporation and the right to vote on all other matters, except those matters in which a separate class of this corporation's shareholders vote by class or series to the exclusion of the holders of the shares of such series.

4.2.4 Issuance of Shares

This corporation may from time to time issue and dispose of any of the authorized and unissued shares of the Common Stock or the Preferred Stock for such consideration as may be fixed from time to time by the Board of Directors, without action by the shareholders. The Board of Directors may provide for payment therefor to be received by this corporation in cash, property, services or such other consideration as is approved by the Board of Directors. Any and all such shar ...