CERTIFICATE OF INCORPORATION
OF
CAMPUS LIVE CORP.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and
promoting the purposes hereinafter stated, under the provisions
and subject to the requirements of the laws of the state of
Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation Law of
the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is CAMPUS LIVE CORP.
SECOND: The address, including street, number, city and county,
of the registered office of the corporation in the State of
Delaware is Incorporating Services, Ltd., 15 East North Street in
the 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 Incorporating Services, Ltd.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized
under General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock
which the corporation shall have authority to issue is twenty
million, which are divided into five million shares of Preferred
Stock of a par value of one cent ($.01) each, and fifteen million
shares of Common Stock of a par value of one mill ($.001) each.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article FOURTH, and
without further vote of or action by the stockholders of the
corporation, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant
to the applicable laws of the State of Delaware, to establish
from time to time the number of shares to be included in each
such series, and to fix the designation, powers, preferences, and
rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
The number of shares constituting that series and the distinctive
designation of that series;
The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends
on shares of the series;
Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such
voting rights;
Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board
of Directors shall determine;
Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of
payment of shares of that series;
Any other relative rights, preferences, and limitations of that
series.
Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on the common
shares with respect to the same dividend period.
If, upon any voluntary or involuntary liquidation,
dissolution, or winding up of the corporation, the assets
available for distribution to holders of shares of Preferred
Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if
any) payable with respect thereto.
FIFTH: The name and the mailing address of the incorporator
are as follows:
NAME MAILING ADDRESS
Mary A. Miller Wexler & Burkhart, P.C.
50 Charles Lindbergh Boulevard
Suite 206
Mitchel Field, NY 11553-3660
SIXTH: The corporation is to have perpetual existence.
SEVENTH: 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 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 such 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.
EIGHTH: For the management of the business and the conduct
of the affairs of the corporation, and in further definition,
limitation, and regulation of the powers of the corporation, and
of its stockholders or any class thereof, as the case may be, it
is further provided:
The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the
Bylaws. The phrase "whole Board" and the phrase "total number of
directors" shall be deemed to have the same meaning, to wit, the
total number of directors which the corporation would have if
there were no vacancies. No election of directors need be by
written ballot.
After the original or other Bylaws of the corporation have been
adopted, amended, or replaced, as the case may be, in accordance
with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the corporation has received
any payment for any of its stock, the power to adopt, amend, or
repeal the Bylaws of the corporation may be exercised by the
Board of Directors of the corporation; provided, however, that
any provision for the classification of directors of the
corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the
State of Delaware shall be set forth in an initial Bylaw or in a
Bylaw adopted by the stockholders entitled to vote in the
corporation unless provisions for such classification shall be
set forth in this certificate of incorporation.
Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
the stockholders. Whenever the corporation shall be authorized
to issue more than one class of stock, no outstanding share of
any class of stock which is denied voting power under the
provisions of this certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of
subsection (b) of Section 242 of the General Corporation Law of the
State of Delaware shall otherwise require; provided, that no
share of any such class which is otherwise denied voting shall
entitle the holder thereof to vote upon the increase or decrease
in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by the
provisions of the paragraph (7) of subsection (b) of Section 102 of the
General Corporation Law of the State of Delaware, as the same may
be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by
the provisions of Section 145 of the General Corporation Law of the
State of Delaware, as the same as may be amended and
supplemented, indemnify any and all of the expenses, liabilities,
or other matters referred to in or covered by said section, and
the Indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators
of such a person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or
repeated, and other provisions authorized by the laws of the
State of Delaware then in force may be added or inserted in the
manner an at the time prescribed by said laws, and all rights at
any time conferred upon the stockholders of this corporation by
this certificate of Incorporation are granted subject to the
provisions of this article ELEVENTH.
Signed on September 18, 1997
/s/ Mary A. Miller
Mary A. Miller, Incorporator
