OFFICE OF THE SECRETARY OF STATE
STATE OF OKLAHOMA
(STATE SEAL)
CERTIFICATE OF INCORPORATION
WHEREAS, the Certificate of Incorporation of
CENTREX, INC.
has been filed in the office of the Secretary of State as provided by the laws
of the State of Oklahoma..
NOW THEREFORE, I, the undersigned, Secretary of State of the State of
Oklahoma, by virtue of the powers vested in me by law, do hereby issue this
Certificate evidencing such filing.
IN TESTIMONY WHEREOF, I hereunto set my hand and caused to be affixed the
Great Seal of the State of Oklahoma.
Filed in the City of Oklahoma City
this 6TH day of OCTOBER , 1998.
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Secretary of State
By: _______________________________________
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CERTIFICATE OF INCORPORATION
OF
CENTREX, INC.
ARTICLE I
NAME
The name of the Corporation is CENTREX, INC.
ARTICLE II
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Oklahoma, is
located at 8908 South Yale, Suite 409, Tulsa, OK 74137-3545. The Corporation's
registered agent at that office is Rhonda Vincent.
ARTICLE III
CAPITALIZATION
The total number of shares which this Corporation is authorized to issue is
50,000,000 shares, consisting of 45,000,000 shares of Common Stock ,par value
$.001 per share, and 5,000,000 shares of Preferred stock , par value $.001 per
share.
The Board of Directors shall have the power and authority to issue without
shareholder approval debentures or other securities convertible into, or
warrants or options to subscribe for or purchase, authorized shares of Common
Stock of the Corporation upon such terms and conditions as shall be determined
by action of the Board of Directors.
Preferred Stock Generally
The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby expressly authorized to issue share of Preferred Stock in
such series and to fix from time to time before issuance thereof the number of
shares to be included in any series and the designation, relative rights,
powers, preferences, restrictions and limitations of all shares of such series.
The authority of the Board of Directors with respect to each series shall
include, without limitation, the determination of any or all of the following,
and the shares of each series may vary from the shares of any other series in
the following respects:
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(a) The number of shares constituting such series and the designation thereof
to distinguish the shares of such series form the share of all other
series;
(b) The annual dividend rate on the shares of that series, if any, and whether
such dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(c) The voting rights, if any, in addition to the voting rights prescribed by
law and the terms of exercise of such voting rights;
(d) The right, if any, of shares of such series to be converted into shares of
any other series or class and the terms and conditions of such conversion;
and
(e) The redemption price for the shares in each particular series, if
redeemable, and the terms and conditions of such redemption;
(f) The preference, if any, of shares of such series in the event of any
liquidation, dissolution or winding up on the Corporation; and
(g) Any other relative rights, preferences, limitations and restrictions
applicable to that series.
ARTICLE V
NO CUMULATIVE VOTING
The holders of record of the Common Stock shall have one vote for each
share held of record. Cumulative voting for the election of directors or
otherwise is not permitted.
ARTICLE VI
NO PREEMPTIVE RIGHTS
No holder of record of Common Stock shall have a preemptive right or be
entitled as a matter of right to subscribe for or purchase any: (I) shares of
capital stock of the Corporation of any class whatsoever; (ii) warrants, options
or rights of the Corporation; or (iii) securities convertible into, or carrying
warrants, options or rights to subscribe for or purchase, capital stock of the
Corporation of any class whatsoever, whether now or hereafter authorized.
ARTICLE VII
BOARD OF DIRECTORS
The initial Board of Directors shall consist of not less that one and not
more than five directors who shall be elected by the incorporator effective
immediately after the filing of this Certificate of Incorporation with the
Secretary of State, State of Oklahoma, and who shall serve as directors until
the first annual meeting of shareholders or until their respective successor is
duly elected and qualified. The number of directors may be changed from time to
time in accordance
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with the bylaws of the Corporation then in effect. Election of directors at a
meeting of shareholders need not be by written ballot.
ARTICLE VIII
AMENDMENT OF BYLAWS
The Board of Directors of the Corporation is expressly authorized and
empowered to make, alter, amend or repeal the bylaws of the Corporation and to
adopt new bylaws.
ARTICLE IX
POSSIBLE CONFLICTS OF INTEREST
No agreement or transaction involving the Corporation or any other
corporation, partnership, proprietorship, trust, association or other entity in
which the Corporation owns an interest or in which a director or officer of the
Corporation has a financial interest shall be void or voidable solely for this
reason or solely because any such director or officer is present at or
participates in the approval of such agreement or transaction.
ARTICLE X
INDEMNIFICATION
To the full extent not prohibited by the law as in effect from time to
time, the Corporation shall indemnify any person (and the heirs, executors and
representatives of such person) who is or was a director, officer, employee or
agent of the corporation, or who, at the request of this Corporation, is or was
a director, officer, employee, agent, partner, or trustee, as the case may be,
of any other corporation, partnership, proprietorship, trust, association or
other entity in which the Corporation owns an interest, against any and all
liabilities and reasonable expenses incurred by such person in connection with
or resulting from any claim, action, suit or proceeding, whether brought by or
in the right of the Corporation or otherwise and whether civil, criminal,
administrative or investigative in nature, and in connection with an appeal
relating thereto, in which such person is a party or is threatened to be made a
party by reason of serving or having served in any such capacity.
ARTICLE XI
INCORPORATOR
The incorporator of the Corporation is Frederick K. Slicker, 8908 South
Yale, Suite 410, Tulsa, Oklahoma 74137-3545. The incorporator resigns effective
upon the filing of this Certificate of Incorporation with the Secretary of
State, State of Oklahoma.
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ARTICLE XII
NO DIRECTOR LIABILITY IN CERTAIN CASES
To the maximum extent permitted by law as in effect form time to time, no
director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of any fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the Corporation or its sharehodlers; (ii) acts or omissions not in good faith or
which involve intential misconduct or a knowing violation of law; (iii) unlawful
payment of dividends or stock redemptions; or (iv) any transaction from which
the director derived an improper personal benefit.
ARTICLE XIII
CERTAIN COMPROMISES
Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
shareholders or any class of them, any court of equitable jurisdiction within
the State of Oklahoma, on the application in a summary way of this Corporation
or of any creditor or shareholder thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of Section 1106
of Title 18 of the Oklahoma Statutes as in effect from time to time or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 1100 of Title 18 of the
Oklahoma Statutes as in effect form time to time, may order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number representing three-fourths
(3/4ths) in value of the creditors or class of creditors, and/or of the
shareholders or class of shareholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, of this
Corporation, as the case may be, and also on the Corporation.
SIGNATURES
For the purpose of forming a corporation under the Oklahoma General
Corporation Act, the undersigned incorporator affirms, declares, certifies and
acknowledges that the foregoing Certificate of Incorporation is executed as his
free and voluntary act and deed and that the facts stated therein are true and
correct to his best knowledge and belief as of this 5th day of October 1997.
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Frederick K. Slicker, Incorporator
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