Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
LIFE SYSTEMS INTERNATIONAL, INC.
FIRST. The name of this corporation shall be:
LIFE SYSTEMS INTERNATIONAL, INC.
SECOND. Its registered office in the State of
Delaware is to be located at 4305 Lancaster Pike, in the City of Wilmington
County of New Castle 19805, and its registered agent at such address is
CORPORATION SERVICE COMPANY.
THIRD. The purpose or purposes of the corporation
shall be:
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 stock which
this corporation is authorized to issue is:
Two Hundred Million (200,000,000) shares of the par value of $.001
each, amounting to Two Hundred Thousand Dollars ($200,000.00(.
FIFTH. The name and mailing address of the
incorporator is as follows:
JANE S. KRAYER
Corporation Service Company
4305 Lancaster Pike
Wilmington, Delaware 19805
SIXTH. The Board of Directors shall have the power to
adopt, amend or repeal the by-laws.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein
before named, has executed, signed and acknowledged this certificate of
incorporation this fifteenth day of May, A.D. 1986.
(Signature)
Jane S. Krayer, Incorporator
<PAGE>
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
LIFE SYSTEMS INTERNATIONAL, INC.
Life Systems International, Inc., 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 at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation.
RESOLVED, that the Certificate of Incorporation of Gordon Corporation
be amended by changing the first Article thereof so that, as amended,
said Article shall be and read as follows:
"The name of the corporation is Mesquite Country, Inc."
SECOND: That at a meeting of the stockholders duly held, stockholders
holding a majority of the outstanding stock entitled to vote thereon voted in
favor of the foregoing amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the state of Delaware.
IN WITNESS WHEREOF, said Life Systems International, Inc. has caused
this certificate to be signed by Marion Eversdyk, its president, and attested by
J. Michael Wood, its secretary, this 13th day of July, 1990.
Attest: LIFE SYSTEMS INTERNATIONAL, INC.
By: (Signature) By: (Signature)
J. Michael Wood Marion Eversdyk
Secretary President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MESQUITE COUNTRY, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of MESQUITE COUNTRY,
INC. resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the 4. Article thereof so that, as
amended said Article shall be and read as follows:
"4. The total authorized stock of the corporation is Five
Million (5,000,0000) Common shares of the par value of One Tenth of One
Cent ($.001) amounting in the aggregate to Five Thousand Dollars
($5,000.00)
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said MESQUITE COUNTRY, INC. has caused this
certificate to be signed by Charles Wood, its President, and attested by Michael
Wood, its Secretary, this 30th day of July, 1993.
By: (Signature)
Charles Wood, President
ATTEST:
By: (Signature)
Michael Wood, Secretary
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF MESQUITE COUNTRY, INC.
--------------------------------------------------------------------------------
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Mesquite Country, Inc.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolutions setting forth the proposed amendments are
as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof number "FIRST" so that, as amended, said
Articles shall be and read as follows:
"The name of this corporation shall be Gimmeabid.com Inc."
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof number "FOURTH" so that, as amended, said
Articles shall be and read as follows: "The total number of shares of stock
which this corporation is authorized to issue is Ten Million (10,000,000) shares
common having a par value of $0.001 each."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
majority shareholder of said corporation executed a consent resolution in
accordance with Section 228 of the General Corporation Law of the State of
Delaware:
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 228 of the General Corporate Law of the State of Delaware:
FOURTH: That the capital of said corporation shall not be reduced under or by
reasons of said amendment.
IN WITNESS WHEREOF, said Mesquite Country, Inc. has caused this certificate to
be signed by Charles L. Wood, an Authorized Officer, this 16th day of June,
1999,
BY: /Charles L. Wood
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TITLE OF OFFICER: President
