Exhibit 3(i)
Certificate of Incorporation
CERTIFICATE OF INCORPORATION
OF
slabsdirect.com, Inc.
The undersigned natural, adult person, acting as incorporator of a
corporation (hereinafter usually referred to as the "Corporation") pursuant to
the provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE I
NAME
The name of the Corporation shall be slabsdirect.com, Inc.
ARTICLE II
DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to transact any
or all lawful business for which corporations may be incorporated pursuant to
the Delaware Corporation Law.
ARTICLE IV
CAPITAL STOCK
The authorized capital stock of the Corporation shall consist of
30,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of
preferred stock, $0.0001 par value.
ARTICLE V
PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF
CAPITAL STOCK
(a) No share of the common stock shall have any preference over or limitation in
respect to any other share of such common stock. All shares of common stock
shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in dividends.
Subject to the applicable provisions of the laws of this
1
<PAGE>
State, the Board of Directors of the Corporation may, from
time to time, declare and the Corporation may pay dividends in
cash, property, or its own shares, except when the Corporation
is insolvent or when the payment thereof would render the
Corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in
this Certificate of Incorporation. When any dividend is paid
or any other distribution is made, in whole or in part, from
sources other than unreserved and unrestricted earned surplus,
such dividend or distribution shall be identified as such, and
the source and amount per share paid from each source shall be
disclosed to the stockholder receiving the same concurrently
with the distribution thereof and to all other stockholders
not later than six months after the end of the Corporation's
fiscal year during which such distribution was made.
2. All shares of common stock shall share equally in
distributions in partial liquidation. Subject to the
applicable provisions of the laws of this State, the Board of
Directors of the Corporation may distribute, from time to
time, to its stockholders in partial liquidation, out of
stated capital or capital surplus of the Corporation, a
portion of its assets in cash or property, except when the
Corporation is insolvent or when such distribution would
render the Corporation insolvent. Each such distribution, when
made, shall be identified as a distribution in partial
liquidation, out of stated capital or capital surplus, and the
source and amount per share paid from each source shall be
disclosed to all stockholders of the Corporation concurrently
with the distribution thereof. Any such distribution may be
made by the Board of Directors from stated capital without the
affirmative vote of any stockholders of the Corporation.
3. Each outstanding share of common stock shall be entitled to
one vote at stockholders' meetings, either in person or by
proxy.
(b) The designations, powers, rights, preferences, qualifications, restrictions
and limitations of the preferred stock shall be established from time to time by
the Corporation's Board of Directors, in accordance with the Delaware
Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of
directors or for any purpose.
2. No holders of shares of capital stock of the Corporation shall
be entitled, as such, to any preemptive or preferential right
to subscribe to any unissued stock or any other securities
which the Corporation may now or hereafter be authorized to
issue. The Board of Directors of the Corporation, however, in
its discretion by resolution, may determine that any unissued
securities of the Corporation shall be offered for
subscription solely to the holders of common stock of the
Corporation, or solely to the holders of any class or classes
of such stock, which the Corporation may now or hereafter be
authorized to issue, in such proportions based on stock
ownership as said board in its discretion may determine.
2
<PAGE>
3. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any
stockholder "first right of refusal to purchase" the stock, by
making the stock redeemable, or by restricting the transfer of
the stock under such terms and in such manner as the directors
may deem necessary and as are not inconsistent with the laws
of this State. Any stock so restricted must carry a
conspicuous legend noting the restriction and the place where
such restriction may be found in the records of the
Corporation.
4. The judgement of the Board of Directors as to the adequacy of
any consideration received or to be received for any shares,
options, or any other securities which the Corporation at any
time may be authorized to issue or sell or otherwise dispose
of shall be conclusive in the absence of fraud, subject to the
provisions of this Certificate of Incorporation and any
applicable law.
ARTICLE VI
REGISTERED AGENT
The name and address of the Corporation's initial registered agent
shall be:
Delaware Registry Ltd.
3511 Silverside Road
Suite #105, New Castle County
Wilmington, Delaware
USA 19810
The Board of Directors, however, from time to time may establish such
other offices, branches, subsidiaries, or divisions which it may consider to be
advisable.
ARTICLE VII
DIRECTORS
The affairs of the Corporation shall be governed by a board of not less
than one (1) director, who shall be elected in accordance with the Bylaws of the
Corporation. Subject to such limitation, the number of directors shall be fixed
by or in the manner provided in the Bylaws of the Corporation, as may be amended
from time to time. The organization and conduct of the board shall be in
accordance with the following:
1. The initial director of the Corporation shall be appointed by
the incorporator of the Corporation.
2. The directors of the Corporation need not be residents of
Delaware and shall not be required to hold shares of the
Corporation's capital stock.
3. Meetings of the Board of Directors, regular or special, may be
held within or without Delaware upon such notice as may be
3
<PAGE>
prescribed by the Bylaws of the Corporation. Attendance of a
director at a meeting shall constitute a waiver by him of
notice of such meeting unless he attends only for the express
purpose of objecting to the transaction of any business
thereat on the ground that the meeting is not lawfully called
or convened.
4. A majority of the number of directors at any time constituting
the Board of Directors shall constitute a quorum for the
transaction of business.
5. By resolution adopted by the majority of the Directors at any
time constituting the Board of Directors, the Board of
Directors may designate two or more directors to constitute an
Executive Committee or one or more committees each of which
shall have and may exercise, to the extent permitted by law or
in such resolution, all the authority of the Board of
Directors in the management of the Corporation; but the
designation of any such committee and the delegation of
authority thereto shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility
imposed on it or him by law.
6. Any vacancy in the Board of Directors, however caused or
created, may be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum of the
Board of Directors. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office
and until his successor is duly elected and qualified.
ARTICLE VIII
OFFICERS
The officers of the Corporation shall be prescribed by the Bylaws of
this Corporation.
ARTICLE IX
MEETINGS OF STOCKHOLDERS
Meetings of the stockholders of the Corporation shall be held at such
place within or without Delaware and at such times as may be prescribed in the
Bylaws of the Corporation. Special meetings of the stockholders of the
Corporation may be called by the President of the Corporation, the Board of
Directors, or by the record holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting. At any meeting of the stockholders,
except to the extent otherwise provided by law, a quorum shall consist of a
majority of the shares entitled to vote at the meeting; and, if a quorum is
present, the affirmative vote of the majority of shares represented at the
meeting and entitled to vote thereat shall be the act of the stockholders unless
the vote of a greater number is required by law.
4
<PAGE>
ARTICLE X
VOTING
When, with respect to any action to be taken by stockholders of this
Corporation, the laws of Delaware requires the affirmative vote of the holders
of more than a majority of the outstanding shares entitled to vote thereon, or
of any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE XI
BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders, the power
to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors.
ARTICLE XII
TRANSACTIONS WITH DIRECTORS AND
OTHER INTERESTED PARTIES
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director of officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
ARTICLE XIII
LIMITATION OF DIRECTOR LIABILITY
AND INDEMNIFICATION
No Director of the Corporation shall have liability to the Corporation
or to its stockholders or to other security holders for monetary damages for
breach of fiduciary duty as a director; provided, however, that such provisions
shall not eliminate or limit the liability of a director to the Corporation or
to its shareholders or other security holders for monetary damages for: (i) any
breach of the director's duty of loyalty to the Corporation or to its
shareholders or other security holders; (ii) acts or omissions of the director
5
<PAGE>
not in good faith or which involve intentional misconduct or a knowing violation
of the law by such director; (iii) acts by such director as specified by the
Delaware Corporation Law; or (iv) any transaction from which such director
derived an improper personal benefit.
No officer or director shall be personally liable for any injury to
person or property arising out of a tort committed by an employee of the
Corporation unless such officer or director was personally involved in the
situation giving rise to the injury or unless such officer or director committed
a criminal offense. The protection afforded in the preceding sentence shall not
restrict other common law protections and rights that an officer or director may
have.
The word "director" shall include at least the following, unless
limited by Delaware law: an individual who is or was a director of the
Corporation and an individual who, while a director of the Corporation is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan. A
director shall be considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on or
otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan. To the extent allowed by Delaware law, the word
"director" shall also include the heirs and personal representatives of all
directors.
The Corporation shall be empowered to indemnify its officers and
directors to the fullest extent provided by law, including but not limited to
the provisions set forth in the Delaware Corporation Law, or any successor
provision.
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator of the Corporation is as
follows:
Name Address
Steven Bruk Suite 216 - 2438 Marine Drive
West Vancouver, British Columbia
V7V 1L2
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his
signature on January 12th, 2000.
6
