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CERTIFICATE OF INCORPORATION
OF
ATLANTIC MEDICAL CORPORATION
---------------
The undersigned... a natural person, for the purposes of organizing a
corporation for conducting the business and promoting the purpose hereinafter
stated, under the provisions and subject to the requirements of the laws of the
Sate of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and know, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
ARTICLE I
Name
The name of the corporation (hereinafter referred to as the "Corporation") is:
ATLANTIC MEDICAL CORPORATION
ARTICLE II
Address
The address, including street, number, city and county of the
registered office of the corporation in the State of Delaware is 229 south State
Street, City of Dover, County of Kent; and the name of the registered agent of
the Corporation in the State of Delaware at such address is the Prentice-Hall
Corporation System, Inc.
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ARTICLE III
Purposes
The nature of the business of the Corporation and the objects and
purposes to be transacted, promoted, and carried on by it are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV
Capital Stock
The total number of shares of stock which the Corporation shall have
authority to issue is TEN MILLION (10,000,000) shares, all of which shall be of
a class designated as Common Stock with a par value of ONE ($.01) CENT per
share. All or any part of the authorized capital stock of the Corporation may be
issued and sold, from time to time, by the Corporation, without further action
by stockholders, for such consideration (but not less than the par value
thereof) and to such persons and on such terms and conditions as may, from time
to time, be fixed or determined by the Board of directors.
ARTICLE V
Incorporator
The name and the mailing address of the incorporator are as follows:
Name MAILING ADDRESS
R. G. Dickenson 229 south State Street
Dover, Delaware 19901
ARTICLE VI
Management
The following provisions are inserted for the management o the business
and for the
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conduct of the affairs of the Corporation and for further defining, limiting and
regulating the powers of the Corporation and its directors and stockholders:
(a) The By-Laws of the Corporation shall fix the number of
directors which shall constitute the whole Board and may prescribe
their term of office and may provide that from time to time the number
of directors may be increased or decreased by amendment of the By-Laws
, provided in no case shall the number of directors be less than three.
The directors need not be stockholders and they need not be chosen by
ballot. Except as may be otherwise be required by law, vacancies in the
Board of Directors and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum.
(b) All Corporate powers of the Corporation shall be exercised
by the Board of Directors except as otherwise provided herein or by
law. In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered, without the assent or vote of the
stockholders, as follows:
(1) By resolution or resolutions passed by majority
of the whole board, to designate one or more committees, each
committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution
or resolutions or in the By-Laws of the Corporation, shall
have the powers of the Board of directors in the management of
the business and affairs of the Corporation and may have the
power to authorize the seal of
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the Corporation to be affixed to all papers which may require
it. Such committee or committees shall have such name or names
as may be stated in the By-Laws or as may be determined from
time to time by resolution adopted by the Board of Directors.
(2) Subject to any restrictions contained in the
certificate of Incorporation, to declare and pay dividends
upon the shares of the capital stock of the Corporation as
provided by the laws of the state of Delaware and to fix the
time for payment thereof. The Board of Directors shall have
authority from time to time to set apart out of any of the
funds of the Corporation available for dividends a reserve or
reserves as working capital or for any other proper purpose or
purposes, and to abolish in whole or in part or add to any
such reserve or reserves from time to time, as said Board may
deem to be in the interests of the Corporation, in the manner
in which it was created; and said Board shall likewise have
power to determine in its discretion what part of the assets
of the Corporation available for dividends in excess of such
reserve or reserves, if any, shall be declared in dividends
and paid to the stockholders of the Corporation.
(3) To make, alter, or repeal the By-Laws of the
Corporation.
(4) To authorize and cause to be executed mortgages
and liens upon the real and personal property of the
Corporation.
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(5) To determine from time to time whether, and, if
allowed, under what conditions and regulations, the accounts
and books of the Corporation (other than the stock and
transfer books), or any of them shall be open to the
inspection of the stockholders, and the stockholders' rights
in this respect are and shall be restricted and limited
accordingly.
(c) Any contract, transaction or act of the Corporation or of
the Board of Directors which shall be ratified by a majority of a
quorum of the stockholders entitled to vote at any annual meeting or at
any special meeting called for hat purpose shall be as valid and
binding as though ratified by every stockholder of the Corporation;
provided, however, that any failure of the stockholders to approve or
ratify such contract, transaction or act when and if submitted, shall
not be deemed in any way to invalidate the same or to deprive the
Corporation, its Directors or officers of their rights to proceed with
such contract, transaction or act.
(d) The Board of Directors shall have the power at any time
and from time to time (without any action by the stockholders of the
Corporation) to create and issue, whether or not in connection with the
issue or sale of any shares of stock or bonds, debentures or securities
of the Corporation, rights or options entitling the holders thereof to
purchase from the Corporation shares of its stock of any class, such
rights or options to be evidenced by or in such warrants or other
instruments as shall be approved by the Board of Directors. The terms
;upon which and the time or times, which may be limited or unlimited in
duration, at or
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within which such rights or options shall be issued shall be such as
shall be fixed and stated in the resolution or resolutions adopted by
the Board of Directors providing for the creation and issue of such
rights or options.
(e) Except as otherwise provided in the By-Laws, the
Corporation and the stockholders and the Board of Directors thereof may
hold their meetings and have an office or offices in the State of
Delaware as well as in other states of the United States and in all
foreign countries, and, subject to the provisions of the laws of said
State or foreign country, may keep the books of the Corporation outside
of the State of Delaware at such places as may, from time to time, be
designated by the Board of Directors.
ARTICLE VII
Dissolution, Receivers and Trustees
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 stockholders or any class of them, any court or equitable
jurisdiction within the Sate of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware code or a meeting of the creditors or class of creditors, and/or of the
stockholders of class of stockholders of this Corporation, as the case may be to
be summoned in such manner as that said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this
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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 said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on this Corporation.
ARTICLE VIII
Reservations of Rights
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 reservations.
Signed at Dover, Delaware on December 2, 1971
/s/ R. G Dickerson
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R. G. Dickerson
Incorporator
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STATE OF DELAWARE
COUNTY OF KENT
BE IT REMEMBERED, that personally appeared before me, the
undersigned, a Notary Public duly authorized to take acknowledgment of deeds by
the laws of the place where the foregoing certificate of incorporation was
signed, R. G. Dickenson, the incorporator, who signed the foregoing certificate
of incorporation, known to me personally to be such, and who acknowledged the
same to be his act and deed, and that the facts therein stated are true.
GIVEN under my hand on December 2, 1971.
/s/ Nancy S. Turax
--------------------------
Nancy S. Turax
Notary Public
SEAL
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ATLANTIC MEDICAL CORPORATION
Under Section 242 of the
Corporation Law of the State of Delaware
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ATLANTIC MEDICAL CORPORATION (the "Corporation"), a
corporation organized and existing under and by virtue of the General
corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written
consent filed with the minutes of the Board, adopted the following resolution
proposing and declaring advisable the following amendment to the certificate of
Incorporation of said corporation:
1. That Article FIRST of the Certificate of Incorporation be amended
and, as amended, read as follows:
FIRST The name of the Corporation is "I-ROCK INDUSTRIES, INC."
2. That Article FOURTH of the Certificate of Incorporation be amended
and, as amended, read as follows:
FOURTH: The Corporation shall be authorized to issue the following
shares:
CLASS Number of Shares Par Value
Common 50,000,000 $0.001
Preferred 5,000,000 $0.001
The Preferred stock and the Common Stock may be issued in such classes
or series, and may have such voting powers, ful or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, or restrictions thereof, as shall be
stated and expressed in the Articles of Incorporation or of any amendment
thereto, or in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to the authority which is
expressly vested in it by the
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provisions hereof. Any of the voting powers, designations, preferences, rights
and qualifications, limitations or restrictions of as such class or series of
stock may be made dependent upon facts ascertainable outside these Articles of
Incorporation or of any amendment thereto, or outside the resolutions or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to the authority which is expressly vested in it by the
provisions hereof, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in these Articles of Incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. Notwithstanding the foregoing, each share of Common Stock shall be
entitled to one vote on all matters requiring approval by the holders of the
Corporation's Common stock. Fully paid stock of this Corporation shall not be
liable to any further call or assessment. All shares of stock shall be voted
together on all matters except those pertaining to the rights of particular
classes of stock. The rights of any class of stock may not be changes without
the consent of a majority of the share entitled to vote on such a change.
4. Effective as of the opening of business on April 5, 1999, the
Corporation's outstanding share are reverse split on a two-for-nine basis, so
that such nine shares of Common Stock $.001 par value outstanding prior to the
reverse split shall be come two shares of Common Stock $.001 par value after the
reverse split.
SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
THIRD: Prompt notice of the taking of this corporate actions is being
given to all stockholders who did not consent in writing, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Leonard Williams, its President, this 25th day of March, 1999.
ATLANTIC MEDICAL CORPORATION
/s/ Leonard Williams
By:____________________________
Leonard Williams, President
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
I-ROCK INDUSTRIES, INC
Under Section 242 of the
Corporation Law of the State of Delaware
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I-ROCK INDUSTRIES, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by written
consent filed with the minutes of the Board, adopted the following resolution
proposing and declaring advisable the following amendment to the certificate of
Incorporation of said corporation:
1. That Article FIRST of the Certificate of Incorporation be amended
and, as amended, read as follows:
FIRST The name of the Corporation is "IR Operating Corporation."
2. That Article FOURTH of the Certificate of Incorporation be amended
and, as amended, read as follows:
FOURTH: The Corporation shall be authorized to issue the following
shares:
CLASS Number of Shares Par Value
----- ---------------- ---------
Common 50,000,000 $0.001
Preferred 5,000,000 $0.001
The Preferred stock and the Common Stock may be issued in such classes
or series, and may have such voting powers, ful or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights, and qualifications, or restrictions thereof, as shall be
stated and expressed in the Articles of Incorporation or of any amendment
thereto, or in the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to the authority which is
expressly vested in it by the
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provisions hereof. Any of the voting powers, designations, preferences, rights
and qualifications, limitations or restrictions of as such class or series of
stock may be made dependent upon facts ascertainable outside these Articles of
Incorporation or of any amendment thereto, or outside the resolutions or
resolutions providing for the issue of such stock adopted by the Board of
Directors pursuant to the authority which is expressly vested in it by the
provisions hereof, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in these Articles of Incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. Notwithstanding the foregoing, each share of Common Stock shall be
entitled to one vote on all matters requiring approval by the holders of the
Corporation's Common stock. Fully paid stock of this Corporation shall not be
liable to any further call or assessment. All shares of stock shall be voted
together on all matters except those pertaining to the rights of particular
classes of stock. The rights of any class of stock may not be changes without
the consent of a majority of the share entitled to vote on such a change.
SECOND: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
THIRD: Prompt notice of the taking of this corporate actions is being
given to all stockholders who did not consent in writing, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Murray Fox, its President, this 26th day of April, 1999.
I-ROCK INDUSTRIES, INC.
By:____________________________
Murray Fox, President
