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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION OF
INNOVATIVE TRACKING SOLUTIONS CORPORATION, A DELAWARE CORPORATION
DATED SEPTEMBER 4, 1996
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/04/1996
960256545 - 2659172
ARTICLES OF INCORPORATION
CERTIFICATE OF INCORPORATION OF
INNOVATIVE TRACKING SOLUTIONS CORPORATION
A CLOSE CORPORATION
FIRST: The name of this corporation is Innovative Tracking Solutions
Corporation
SECOND: Its registered office in the State of Delaware is to be located at
1313 N. Market St., Wilmington, DE 19801-1151, County of New Castle. The
registered agent in charge thereof is The Company Corporation, address "same as
above".
THIRD: The nature of the business and the objects and purposes proposed
to be transacted, promoted and carried on, are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The amount of total authorized shares of stock of this corporation
is 1,500 shares of NO per value.
FIFTH: The name and mailing address of the incorporation is: Regina
Cephas, 1313 N. Market St., Wilmington, DE 19801-1151
SIXTH: All of the corporation's issued stock, exclusive of treasury
shares, shall be held of record by not more than thirty (30) persons.
SEVENTH: All of the issued stock of all classes shall be subject to one or
more of the restrictions on transfer permitted by Section 202 of the General
Corporation Law.
EIGHTH: The corporation shall make no offering of any of its stock of any
class which would constitute a "public offering" within the meaning of the
United States Securities Act of 1933 as it may be amended from time to time.
NINTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporations or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchases or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true, and I have accordingly hereunto set my hand.
DATED: SEPTEMBER 4, 1996
