Exhibit 3.01
CERTIFICATE OF INCORPORATION
OF
GAVELLA CORP.
ARTICLE I
NAME
The name of the Corporation is: GAVELLA CORP.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington,
County of New Castle, Delaware 19801, and the name of the Corporation's
registered agent at that address is The Corporation Trust Company.
ARTICLE III
BUSINESS
The 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 the State of Delaware, as the same exists or may hereafter be amended
(the "GCL").
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The total number of shares of stock that the Corporation shall have the
authority to issue is Three Million (3,000,000) shares of Common Stock, par
value $.001 per share ("Common Stock"), amounting in the aggregate to Three
Thousand Dollars ($3,000).
The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority in voting power of the stock of
the Corporation entitled to vote thereon irrespective of the provisions of
Section 242(b)(2) of the GCL, and no vote of the holders of the Common Stock
voting separately as a class shall be required therefor.
ARTICLE V
ADDRESS OF INCORPORATORS AND INITIAL DIRECTORS
The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
M.A. Brzoska 1209 Orange Street, Wilmington, Delaware 19801
L.J. Vitalo 1209 Orange Street, Wilmington, Delaware 19801
D.J. Murphy 1209 Orange Street, Wilmington, Delaware 19801
The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:
NAME MAILING ADDRESS
Harry J. Santoro 215 West Main Street, Maple Shade, NJ 08052
Stephen M. Robinson 172 Tuckerton Road, Medford, NJ 08055
ARTICLE VI
ELECTION OF DIRECTORS
A. The business and affairs of the Corporation shall be conducted and
managed by, or under the direction of, the Board. The total number of
directors constituting the entire Board shall be not less than one (1) nor
more than fifteen (15), with the then-designated number of directors being
fixed from time to time by or pursuant to a resolution passed by the Board.
Members of the Board shall hold office until their successors are elected and
qualified or until their earlier death, resignation, disqualification or
removal.
B. Unless and except to the extent that the Bylaws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
C. Newly created directorships resulting from any increase in the
authorized number of directors, and any vacancies on the Board resulting from
death, resignation, disqualification, removal, or other cause, may be filled
by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board. No decrease in the number
of directors constituting the Board shall shorten the term of any incumbent
director.
D. Any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors.
ARTICLE VII
MEETINGS OF STOCKHOLDERS
A. Meetings of stockholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws of the Corporation may provide.
Special meetings of stockholders of the Corporation may be called only by the
Chairman of the Board, or by the Board pursuant to a resolution adopted by the
Board. Special meetings of stockholders may not be called by any other person
or persons or in any other manner. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
B. In addition to the powers conferred on the Board by this Certificate
of Incorporation and by the GCL, and without limiting the generality thereof,
the Board is specifically authorized from time to time, by resolution of the
Board without additional authorization by the stockholders of the Corporation:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the board of directors, or in the by-laws of the
corporation, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
the Delaware General Corporation Law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any bylaw of the corporation.
When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interests of the corporation.
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE VIII
LIMITATION OF LIABILITY
A director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware GCL, or (iv) for any
transaction from which the director derived any improper personal benefit.
Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal
or modification.
ARTICLE IX
BOARD CONSIDERATIONS UPON SIGNIFICANT EVENTS
The Board, when evaluating any (A) tender offer or invitation for
tenders, or proposal to make a tender offer or request or invitation for
tenders, by another party, for any equity security of the Corporation, or (B)
proposal or offer by another party to (1) merge or consolidate the Corporation
or any subsidiary with another corporation or other entity, (2) purchase or
otherwise acquire all or a substantial portion of the properties or assets of
the Corporation or any subsidiary, or sell or otherwise dispose of to the
Corporation or any subsidiary all or a substantial portion of the properties
or assets of such other party, or (3) liquidate, dissolve, reclassify the
securities of, declare an extraordinary dividend of, recapitalize or
reorganize the Corporation, may take into account all factors that the Board
deems relevant, including, without limitation, to the extent so deemed
relevant, the potential impact on employees, customers, suppliers, partners,
joint venturers and other constituents of the Corporation and the communities
in which the Corporation operates.
ARTICLE X
DURATION
The corporation is to have perpetual existence.
WE THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 21st day of June, 2000.
/s/ M.A. BRZOSKA
/s/ L.J. VITALO
/s/ D.J. MURPHY
