<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
FREEREALTIME.COM DELAWARE, INC.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
ARTICLE I.
The name of the corporation (hereinafter the "Corporation") is:
Freerealtime.com Delaware, Inc.
ARTICLE II.
The name and address, including street, number, city and county, of the
registered agent of the Corporation in the State of Delaware are:
THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
ARTICLE III.
The nature of the business and the purposes to be conducted and
promoted by the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE IV.
The total number of shares of all classes of stock that the Corporation
shall have authority to issue is fifty five million (55,000,000) shares, to be
divided into two classes designated "Common Stock" and "Preferred Stock". The
Corporation shall be authorized to issue:
(i) fifty million (50,000,000) shares of Common Stock, par value
$0.01 per share; and
(ii) five million (5,000,000) shares of Preferred Stock, par value
$0.01 per share.
<PAGE> 2
The Board of Directors is hereby empowered to cause the Preferred Stock
to be issued from time to time for such consideration as it may from time to
time fix, to cause such Preferred Stock to be issued in series with such voting
powers and such designations, preferences, privileges and relative,
participating, optional or other special rights as designated by the Board of
Directors in the resolution providing for the issuance of such series and,
unless otherwise provided in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series, to
increase (but not above the total number of authorized shares of the class) or
decrease (but not below the number of shares of such series then outstanding),
the number of shares of any such series subsequent to the issue of shares of
that series. Shares of Preferred Stock of any one series shall be identical in
all respects.
All shares of any series of Preferred Stock which shall have been
redeemed, converted, exchanged or otherwise surrendered to or acquired by the
Corporation pursuant to its terms, shall be cancelled and have the status of
authorized but unissued shares of Preferred Stock of the Corporation.
ARTICLE V.
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal, alter,
amend and rescind Bylaws of the Corporation.
ARTICLE VI.
Notwithstanding Article V hereof, the Bylaws may be rescinded, altered,
amended or repealed in any respect by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting stock
of the Corporation, voting together as a single class.
ARTICLE VII.
The Board of Directors shall have that number of directors set out in
the Bylaws of the Corporation as adopted or as set from time to time by a duly
adopted amendment thereto by the directors or stockholders of the Corporation.
ARTICLE VIII.
Elections of directors at an annual or special meeting of stockholders
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.
ARTICLE IX.
No action shall be taken by the stockholders except at an annual or
special meeting of stockholders. The stockholders may not take action by written
consent.
2
<PAGE> 3
ARTICLE X.
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the Board of Directors, or by a
majority of the members of the Board of Directors, or by a committee of the
Board of Directors which has been duly designated by the Board of Directors and
whose powers and authority, as provided in a resolution of the Board of
Directors or in the Bylaws of the Corporation, include the power to call such
meetings, but such special meetings may not be called by any other person or
persons; provided, however, that if and to the extent that any special meeting
of stockholders may be called by any other person or persons specified in any
provisions of the Certificate of Incorporation or any amendment thereto or any
certificate filed under Section 151(g) of the Delaware General Corporation Law,
then such special meeting may also be called by the person or persons, in the
manner, at the times and for the purposes so specified.
ARTICLE XI.
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation; provided, however, that no
amendment, alteration, change or repeal may be made to Article VI, IX or XI
without the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding voting stock of the Corporation, voting
together as a single class.
ARTICLE XII.
Each reference in this Certificate of Incorporation to any provision of
the Delaware General Corporation Law refers to the specified provision of the
General Corporation Law of the State of Delaware, as the same now exists or as
it may hereafter be amended or superseded.
ARTICLE XIII.
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented. Any repeal or modification of this Article by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
ARTICLE XIV.
The name and mailing address of the incorporator is:
Kasey R. Hume
Latham & Watkins
650 Town Center Drive
Suite 2000
3
<PAGE> 4
Costa Mesa, California 92626
ARTICLE XV.
The Corporation is to have perpetual existence.
ARTICLE XVI.
The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
ARTICLE XVII.
To the fullest extent permitted by the General Corporation Law
of the State of Delaware, this Certificate of Incorporation may be amended by
the Board of Directors, with respect to corrections not affecting the rights,
preferences and privileges of the Corporation's stockholders.
Signed on November 22, 1999
---------------------------
Kasey R. Hume
Incorporator
4
