CERTIFICATE OF INCORPORATION
OF
NTECH CORPORATION
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/29/1997
971250761 - 2777808
FIRST: The name of the corporation is NTECH, CORPORATION
SECOND: The address of its registered office in the State of Delaware is Three
Mill Road, Suite 206, City of Wilmington, County of New Castle, 19806-2146.
Its registered agent at such address is The Incorporators Ltd.
THIRD: 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.
FOURTH: The corporation shall have the authority to issue fifty million
(50,000,000) shares of common stock at .0001 par value.
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or
repeal the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep the
books and documents of the corporation outside the State of Delaware, at such
places from time to time designated by the By-Laws, except as otherwise
required by the Laws of Delaware.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Marie P. Jorczak,
Three Mill Road, Suite 206, Wilmington, DE 19806-2146.
NINTH: The number of directors of the corporation shall be fixed from time to
time by its By-Laws and may be increased or decreased.
TENTH: The Board of Directors is expressly authorized and shall have such
authority as set forth in the By-Laws to the extent such authority would be
valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or
loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware Corporation Law, or (d) for any
transaction from which the director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant
to the laws of the State of Delaware, does make this Certificate, hereby
declaring and certifying that the facts herein stated are true.
July 29, 1997 BY: /s/ MARIE P. JORCZAK
Marie P. Jorczak - Incorporator
STATEMENT OF INCORPORATOR
IN LIEU OF ORGANIZATIONAL
MEETING OF
NTECH, CORPORATION
The Certificate of Incorporation of this corporation, having been filed in the
Office of the Secretary of State, the undersigned, being the sole incorporator
named in said certificate, does hereby state that the following actions were
taken on this day for the purpose of organizing this corporation.
1. A copy of the Certificate of Incorporation filed in the Office of the
Secretary of State on July 29, 1997 and recorded in the Office of Recorder of
Deeds of the County of New Castle, was appended to this statement.
2. The registered office of the corporation in the State of Delaware was fixed
as Three Mill Road, Suite 206, City of Wilmington. The Incorporators Ltd. at
that address is retained as registered agent.
3. By-Laws for the regulation of the affairs of the corporation were adopted by
the undersigned incorporator and were ordered inserted in the minute book
immediately before this instrument.
4. The Board of Directors is authorized, in its discretion, to issue the shares
of the capital stock of this corporation to the full amount or number of shares
authorized by the Certificate of Incorporation, in such amounts and for such
consideration as from time to time shall be determined by the Board of
Directors and as may be permitted by law.
5. The corporation is authorized and empowered to conduct any and all business
of the corporation without a seal of the corporation as permitted by Section 2
of the By-Laws and 8 Delaware Code Section 122 (3).
6. The following persons are elected as directors to hold office until the
first annual meeting of the stockholders or until a qualified successor is
elected and qualified.
Susan Brana
Ezekiel Kruglick
Tom McCarthy
I hereby resign as incorporator after executing the foregoing statement.
Dated: July 29, 1997 /s/ MARIE P JORCZAK
Marie P. Jorczak
Incorporator
The following are appended to this statement:
Copy of Stamp Filed Certificate of Incorporation
By-Laws
CERTIFICATION
I, MARIE JORCZAK, Notary Public for the State of Delaware and County of
New Castle, do hereby certify that the above and foregoing is a true and
correct copy of the original Certificate of Incorporation of NTECH, CORPORATION
as received and filed in the Office of the Secretary of State, the 29th day of
July in the year of our Lord, one thousand nine hundred ninety-seven, at 9:00
A.M.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
29th day of July in the year of our Lord, one thousand nine hundred
ninety-seven.
/s/ MARIE P JORCZAK
Marie P. Jorczak
Notary Public
