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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF TYCONDA MINERALS CORP.
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CERTIFICATE OF INCORPORATION
OF
TYCONDA MINERALS CORP.
First: The name of the corporation is TYCONDA MINERALS CORP.
Second: The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
Third: 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 General Corporation Law of Delaware.
Fourth: The total number of shares of capital stock which the
corporation shall have authority to issue is five million (5,000,000) shares of
common stock and the par value of each of such shares is One Cent ($.01).
Fifth: The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
---- ---------------
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
J. L. Rivera 100 West Tenth Street
Wilmington, Delaware
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Sixth: The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:
NAME MAILING ADDRESS
---- ---------------
Martin B. Miller Suite 206 50 E. Wynnewood Road
Wynnewood, Pennsylvania 19096
Alan M. Moskowitz Suite 206 50 E. Wynnewood Road
Wynnewood, Pennsylvania 19096
Samuel Kleiman 10 Union Avenue
Bala Cynwyd, Pennsylvania 19004
Seventh: The Board of Directors shall have the power to make, alter or
repeal the By-Laws of the corporation.
Eighth: 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 of equitable
jurisdiction within the State 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 order a meeting of the creditors or class of creditors, and/or
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of the stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as the 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
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 this corporation, as the case may be,
and also on this corporation.
Ninth: Elections of directors need not be by written ballot unless the
by-laws of this corporation shall so provide.
Tenth: 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.
WE, THE UNDERSIGNED, being each of the incorporators named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 24th day of December, 1969.
/s/ [ILLEGIBLE]
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/s/ [ILLEGIBLE]
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State of Delaware )
) ss:
County of New Castle )
BE IT REMEMBERED that on this 24th day of December A.D. 19__, personally
came before me, a Notary Public for the State of Delaware, B. J. Consono, F. J.
Obara, Jr. and J. L. Rivera, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively that the
facts stated therein are true.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ G. Dana Atwill
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Notary Public
[SEAL]
