EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
ASPI EUROPE, INC.
a Delaware stock corporation
ARTICLE I. NAME
The name of the corporation is ASPi Europe, Inc. (the "Corporation").
ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware is c/o CT
Corporation Systems, Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801. The name of the
registered agent at such address is CT Corporation Systems.
ARTICLE III. PURPOSES
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.
ARTICLE IV. STOCK
4.1 Authorized Shares
The Corporation is authorized to issue an aggregate of One Hundred
Million (100,000,000) shares of capital stock (the "Authorized Shares"),
with each share having a par value of $0.001. The capital stock shall
consist of two classes of shares to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of shares of Common Stock
that the Corporation shall have authority to issue is Fifty Million
(50,000,000). The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is Fifty Million (50,000,000).
4.2 Common Stock
Subject to any preferential rights granted for any series of Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive
dividends, out of the funds of the Corporation legally available therefor,
at the rate and at the time or times, whether cumulative or noncumulative,
as may be provided by the Board of Directors. The holders of shares of the
Common Stock shall not be entitled to receive dividends thereon other than
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the dividends referred to in this section. The holders of shares of the
Common Stock, on the basis of one vote per share, shall have the right to
vote for the election of members of the Board of Directors and the right to
vote on all other matters, expect those matters on which a separate class
of the stockholders of the Corporation vote by class or series to the
exclusion of the shares of the Common Stock.
4.3 Preferred Stock
The Preferred Stock may be issued from time to time in one or more
series, the shares of each series to have such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed herein or in the
resolution or resolutions providing for the issue of such series adopted by
the Board of Directors. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited
to, the determination or fixing of the following:
(a) The number of shares of such series;
(b) The designation of such series;
(c) The dividends of such series, the conditions and dates upon which
such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes of
stock and whether such dividends shall be cumulative or noncumulative;
(d) Whether the shares of such series shall be subject to redemption
by the Corporation and, if made subject to such redemption, the times,
prices, rates, adjustments, and other terms and conditions of such
redemption;
(e) The terms and amounts of any sinking fund provided for the
purchase or redemption of the shares of such series;
(f) Whether or not the shares of such series shall be convertible into
or exchangeable for shares of any other class or classes or of any
other series of any class or classes of stock of the Corporation and,
if provision be made for conversion or exchange, the times, prices,
rates, adjustments, and other terms and conditions of such conversion
or exchange;
(g) The extent, if any, to which the holders of the shares of such
series shall be entitled to vote with respect to the election of the
members of the Board of Directors or otherwise, including the right to
elect a specified number or class of directors, the number or
percentage of votes required for certain actions, and the extent to
which a vote by class or series shall be required for certain actions;
(h) The restrictions, if any, on the issue or reissue of any Preferred
Stock;
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(i) The rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of the assets of, the
Corporation; and
(j) The extent, if any, to which any committee of the Board of
Directors may fix the designations and any of the preferences or
rights of the shares of such series relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the
conversion into or exchange of such shares for shares of any other
class or classes of stock of the Corporation or any other series of
the same or any other class or classes of stock of the Corporation, or
fix the number of shares of any such series or authorize the increase
or decrease in the shares of such series.
4.4 Issuance of Shares
The Corporation may from time to time issue and dispose of any of the
Authorized Shares for such consideration as may be fixed from time to time
by the Board of Directors, without action by the stockholders. The Board of
Directors may provide for payment therefor to be received by the
Corporation in cash, property, services or such other consideration as is
approved by the Board of Directors. Any and all Authorized Shares of the
Corporation, the issuance of which has been so authorized, and for which
consideration so fixed by the Board of Directors has been paid or
delivered, shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon.
ARTICLE V. ACTION WITHOUT A MEETING
Any action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
ARTICLE VI. NO CUMULATIVE VOTING
The right to cumulate votes in the election of members of the Board of
Directors shall not exist with respect to shares of stock of the Corporation.
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ARTICLE VII. NO PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of the Corporation.
ARTICLE VIII. INCORPORATOR
The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Tiffanie Kilmer Dorsey & Whitney LLP
1420 Fifth Avenue, Suite 3400
Seattle, WA 98101
ARTICLE IX. DIRECTORS
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. The number of directors shall be
specified in the Bylaws, except that the Corporation shall have three (3)
initial directors, whose names and mailing addresses are as follows:
Name Mailing Address
---- ---------------
Patrick McGrath 1940 West 11th Avenue
Vancouver, British Columbia
Canada V6J 2C6
Damon Poole 27 Avenue de la Costa, Suite 516
Monte Carlo 98000
Monacco
Raeanne Steele 1050 Jefferson Avenue
West Vancouver, British Columbia
Canada V7T 2A5
The initial directors shall serve until the first annual meeting of
stockholders and until their successors are elected and qualified. The directors
need not be elected by ballot unless required by the Bylaws of the Corporation.
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ARTICLE X. BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
Bylaws of the Corporation.
ARTICLE XI. AMENDMENT OF CERTIFICATE OF INCORPORATION
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 upon stockholders
herein are granted subject to this reservation.
ARTICLE XII. PERPETUAL DURATION
The Corporation is to have perpetual existence.
ARTICLE XIII. LIMITATION OF DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after the
effective date of this article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
/s/ Tiffanie Kilmer Date:
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Tiffanie Kilmer, Incorporator
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