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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
NEXLAND, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes herein stated,
under and pursuant to the provisions of the General Corporation Law of the State
of Delaware, hereby certifies as follows:
I
NAME
The name of the corporation is NEXLAND, INC. (hereinafter called the
"CORPORATION").
II
REGISTERED OFFICE AND AGENT
The registered office of the Corporation is to be located at 30 Old Rudnick
Lane, in the City of Dover, in the County of Kent, in the State of Delaware. The
name of its registered agent at that address is CorpAmerica, Inc.
III
PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
IV
CAPITALIZATION
The total number of shares of capital stock which the Corporation shall have the
authority to issue is Sixty Million (60,000,000) shares, of which Fifty Million
(50,000,000) shares are common stock, par value $.0001 per share (the "COMMON
STOCK"), and Ten Million (10,000,000) shares are preferred stock, par value
$.0001 per share (the "PREFERRED STOCK"). The Board of Directors of the
Corporation is expressly authorized at any time, and from time to time, to
provide for the issuance of additional shares, in one or more series, with such
designations, preferences and relative, participating, optional or other special
rights, qualifications, limitations, or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors. The holders of capital stock shall have no
pre-emptive rights with respect to any authorized but unissued shares of Common
Stock.
V
INCORPORATOR
The name and mailing address of the incorporator is: Ron Halperin, Esq., c/o
Kluger, Peretz, Kaplan & Berlin, P.A., 201 S. Biscayne Blvd., 17th Floor, Miami,
Florida 33131.
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VI
POWERS OF INCORPORATOR
The powers of the incorporator shall terminate upon filing of this certificate.
The names and mailing address of the initial directors of the Corporation, who
shall hold office until their successors are duly qualified and elected, shall
be:
Martin Dell'Oca, c/o Nexland, Inc., 1101 Brickell Ave., North Tower, 2nd Fl.,
Miami, Florida 33131; Gregory Levine, c/o Nexland, Inc., 1101 Brickell Ave.,
North Tower, 2nd Fl., Miami, Florida 33131; Israel D. Sultan, c/o Nexland, Inc.,
1101 Brickell Ave., North Tower, 2nd Fl., Miami, Florida 33131;
The election of the directors need not be by written ballot unless the by-laws
so provide.
VII
BY-LAWS
The Board of Directors of the Corporation is authorized and empowered from time
to time in its discretion to make, alter, amend or repeal by-laws of the
Corporation, except as such power may be restricted or limited by the General
Corporation Law of the State of Delaware.
VIII
LIABILITY OF DIRECTORS
Anything to the contrary in this Certificate of Incorporation notwithstanding,
no director shall be liable personally to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided
however, that nothing in this paragraph shall eliminate or limit the liability
of a director (i) for any breach of such 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 such director derived an improper personal benefit.
The modification or repeal of this Article VIII shall not affect the restriction
hereunder of a director's personal liability for any act or omission occurring
prior to such modification or repeal.
I, the undersigned, being the sole incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and accordingly, have hereto set my hand and seal this 13th day of July,
2000.
Ron Halperin, sole incorporator
