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EXHIBIT 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
SportsNuts.com International, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is SportsNuts.com International, Inc.,
and it was originally incorporated under the name of Durwood, Inc., and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of Delaware of July 12, 1996. A Restated Certificate of
Incorporation changing the corporate name to SportsNuts.com International, Inc.
was filed with the Secretary of State of the State of Delaware on April 6, 1999.
2. Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
3. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
CERTIFICATE OF INCORPORATION
OF
SPORTSNUTS.COM INTERNATIONAL, INC.
ARTICLE I. NAME
The name of the corporation is SPORTSNUTS.COM INTERNATIONAL, INC. (the
"Corporation").
ARTICLE II. REGISTERED OFFICE
The address of the Corporation's registered office in the State of
Delaware is Corporation Service Company, 1013 Centre Road, in the City of
Wilmington, in the County of New Castle, in the State of Delaware. The name of
the registered agent at such address is Corporation Service Company.
ARTICLE III. PURPOSE
The purpose or purposes 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.
ARTICLE IV. CAPITAL STOCK
The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock." The number of
shares of Preferred Stock authorized to be issued is Twenty Million
(20,000,000). The number of shares of Common Stock authorized to be issued is
Two Hundred Million (200,000,000). The Preferred Stock and the Common Stock
shall each have a par value of $.002 per share.
(a) Provisions Relating to the Common Stock. Each holder of Common Stock is
entitled to one vote for each share of Common Stock standing in such holder's
name on the records of the Corporation on each matter submitted to a vote of the
stockholders, except as otherwise required by law.
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(b) Provisions Relating to Preferred Stock. The Board of Directors (the
"Board") is authorized, subject to limitations prescribed by law and the
provisions of this Article IV, to provide for the issuance of the shares of
Preferred Stock in accordance with Sections 102(a) and 151(a) of the General
Corporation Law of Delaware, in one or more 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 qualification, limitations or restrictions thereof.
ARTICLE V. BOARD OF DIRECTORS
(a) Number. The number of directors, constituting the entire Board
shall be fixed from time to time by vote of a majority of the entire Board,
provided, however, that the number of directors shall not be reduced so as to
shorten the terms of any director at any time in office.
(b) Classified Board. The Board shall be divided into three classes, as
nearly equal in numbers as the then total number of directors constituting the
entire Board permits with the term of office of one class expiring each year. At
the first annual meeting of the stockholders, directors of the first class will
be elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class will be elected to hold office for a term
expiring at the second succeeding annual meeting, and directors of the third
class will be elected to hold office for a term expiring at the third succeeding
annual meeting.
(c) Vacancies. Vacancies on the Board shall be filled by the
affirmative vote of the majority of the remaining directors, though less than a
quorum of the Board, or by election at an annual meeting or at a special meeting
of the stockholders called for that purpose.
(d) Election of directors need not be by written ballot.
ARTICLE VI. BY-LAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board is expressly authorized to make, alter, amend or repeal the
By-Laws of the Corporation.
ARTICLE VII. LIABILITY
To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performance of his or her
duties as a director of the Corporation. Any amendment or repeal of this Article
VII will not eliminate or reduce the affect of any right or protection of a
director of the Corporation existing immediately prior to such amendment or
repeal.
ARTICLE VIII. SPECIAL VOTING REQUIREMENTS
The following actions, when submitted to the stockholders of the
Corporation for their consideration, shall require the affirmative vote of at
least 66-2/3% of the outstanding Common Stock of the Corporation: amendment of
Sections (a), (b), or (c) of Article V of the Certificate of Incorporation. The
foregoing voting requirements shall not otherwise be deemed to affect the voting
rights granted by this Certificate of Incorporation, by By-Laws, or the Delaware
General Corporation Law, to the Board.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed under the seal of the Corporation this 25th day of June, 2000.
SPORTSNUTS.COM INTERNATIONAL, INC.
By: /s/ Kenneth I. Denos
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--- Kenneth I. Denos, Secretary
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