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CERTIFICATE OF INCORPORATION
OF
ALTERNATE ENERGY CORP.
FIRST: The name of this corporation is Alternate Energy Corp.
SECOND: Its registered office in the State of Delaware is located at 15
North Street, in the City of Dover, County of Kent, 19901. The
registered agent in charge thereof is Nationwide Information
Services, Inc.
THIRD: The purpose of the corporation 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 stock which the corporation shall
have authority to issue is 100,000,000, of which 90,000,000
shares shall be Common Stock, $0.001 par value, and 10,000,000 of
which shall be Preferred Stock, $0.001 par value, which shall be
subject to the provisions of ARTICLE FIFTH.
FIFTH: The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of the Article FOURTH, to
provide for the issuance of shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law 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.
SIXTH: The directors of the Company shall have the power to make and to
alter or amend the By-laws of the Company; to fix the amount to
be reserved as working capital; and to authorize and cause to be
executed mortgages and liens without limit as to the amount upon
the property and franchise of the Company.
SEVENTH: The personal liability of the directors of the Company is hereby
eliminated to the fullest extent permitted by Section 102(b)(7)
of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented.
EIGHTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all
persons whom it shall have the power to indemnify under said
section from and against 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 director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators
of such person.
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NINTH: The name and mailing address of the incorporator is as follows:
Jonathan A. Zalkin, Esq.
c/o Moskowitz, Altman & Hughes
11 East 44th Street, Suite 504
New York, NY 10017
I, the undersigned, for the purpose of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly executed
this Certificate this 7th day of March 2000.
/s/ Jonathan A. Zalkin
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Jonathan A. Zalkin
Incorporator
