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CERTIFICATE OF INCORPORATION
OF
BYZANTINE VENTURES, INC.
ARTICLE I
The name of this Corporation is Byzantine Ventures, Inc.
ARTICLE II
The address of the registered office of this Corporation in the State
of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
19805. This Corporation's registered agent at that address is Corporation
Service Company.
ARTICLE III
The name and address of the incorporator of this Corporation is:
Katherine F. Jen, Esq.
c/o Shartsis, Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111.
ARTICLE IV
The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of Delaware.
ARTICLE V
This Corporation is to have perpetual existence.
ARTICLE VI
This Corporation is authorized to issue 10,000,000 shares of common
stock, with $0.001 par value. Authority is hereby expressly granted to
the Board of Directors of this Corporation from time to time to issue any
authorized but unissued shares of common stock for such consideration and
on such terms as it may determine.
ARTICLE VII
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of this Corporation is expressly
authorized to adopt, amend or repeal from time to time any or all of the
Bylaws of this Corporation.
ARTICLE VIII
The number of directors which shall constitute the whole Board of
Directors of this Corporation shall be as specified in the Bylaws of this
Corporation, subject to Article VII and this Article VIII.
ARTICLE IX
A director of this Corporation shall not be personally liable to this
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of
the director's duty of loyalty to this Corporation or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under section 174 of the
General Corporation Law of the State of Delaware, or (d) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment or repeal of this Article IX nor the adoption of any
provision of the Certificate of Incorporation or the Bylaws or any statute
inconsistent with this Article IX shall eliminate or reduce the effect of
this Article IX with respect to any act or omission occurring, or any
cause of action, suit or claim that but for this Article IX would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
ARTICLE X
This Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision herein, and other
provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed
by law, and all rights, preferences and privileges of whatsoever nature
conferred on stockholders, directors or any other person whomsoever by or
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted, subject to the rights reserved in this
Article X.
ARTICLE XI
Meetings of stockholders may be held outside the State of Delaware,
if the Bylaws so provide. The books of this Corporation may be kept
(subject to any provision of law) outside the State of Delaware.
Elections of directors need not be by ballot unless the Bylaws of this
Corporation shall so provide.
THE UNDERSIGNED, being the incorporator named above, for the purpose
of forming a corporation to do business within and without the State of
Delaware, and pursuant to the Delaware General Corporation Law, does
hereby make and file this Certificate of Incorporation.
Signed on December 27, 1999
/s/ Katherine F. Jen
Katherine F. Jen, Incorporator
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