EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
IAMG HOLDINGS, INC.
The undersigned, being of legal age, in order to form a corporation
under and pursuant to the laws of the State of Delaware, does hereby set forth
as follows:
FIRST: The name of the corporation is:
IAMG HOLDINGS. INC
SECOND: The address of the initial registered and principal office of
this corporation in this state is c/o United Corporate Services, Inc., 15 East
North Street, in the City of Dover, County of Kent, State of Delaware 19901 and
the name of the registered agent at said address is United Corporate 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 corporation laws
of the State of Delaware.
FOURTH: The corporation shall be authorized to issue the following
shares:
Class Number of Shares Par Value
----- ---------------- ---------
COMMON 100,000,000 $.00l
PREFERRED 5,000,000 $01
The designations and the powers, preferences and rights, and the
qualifications or restrictions thereof are as follows:
The Preferred shares shall be issued from time to time in one or more
series, with such distinctive serial designations as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
shares as adopted by the Board of Directors; the Board of Directors is expressly
authorized to fix the annual rate or rates of dividends for the particular
series, the dividend payment dates for the particular series and the date from
which dividends on all shares of such series issued prior to the record date for
the first dividend payment date shall be cumulative, the redemption price or
prices for the particular series, the voting powers for the particular series,
the rights, if any, of holders of the shares of the particular series to convert
the same into shares of any other series or class or other securities of the
corporation, with any provisions for the subsequent adjustment of such
conversion rights, the rights, if any. of the
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particular series to participate in distributions or payments upon liquidation,
dissolution or winding up of the corporation, and to classify or reclassify any
unissued preferred shares by fixing or altering from time to time any of the
foregoing rights, privileges and qualifications.
All the Preferred shares of any one series shall be identical with each
other in all respects, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative; and all preferred shares shall be of equal rank, regardless of
series, and shall be identical in all respects except as to the particulars
fixed by the Board as hereinabove provided or as fixed herein.
FIFTH: The name and address of the incorporator is as follows:
Name Address
---- -------
Michael A. Barr 10 Bank Street
White Plains, New York 10606
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:
(1) The number of directors of the corporation shall be such as
from time to time shall be fixed by, or in the manner provided in
the by-laws. Election of directors need not be by ballot unless the
By-laws so provide.
(2) The Board of Directors shall have power without the assent or
vote of the stockholders:
(a) To make, alter, amend, change, add to or repeal the By-laws
of the corporation: to fix and vary the amount of capital to be
reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens upon all or any part of the
property of the corporation; to determine the use and
disposition of any surplus or net profit; and to fix the times
for the declaration and payment of dividends.
(b)To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the
corporation (other than the stock ledger) or any of them, shall
be open to the inspection of the stockholders.
(3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the
stockholders, at any meeting of the stockholders called for the
purpose of considering any such act or contract, or through a
written consent in lieu of a meeting in accordance with the
requirements of the General Corporation Law of Delaware as amended
from time to time. and any contract or act that shall be so
approved or be so ratified by the vote of the holders of a majority
of the stock of the corporation which is represented in person or
by proxy at such meeting, (or by written consent whether received
directly or through a proxy) and entitled to vote thereon (provided
that a lawful quorum of stockholders be there represented in person
or by proxy) shall be as valid and as binding upon the
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corporation and upon all the stockholders as though it had been
approved, ratified, or consented to by every stockholder of the
corporation, whether or not the contract or act would otherwise be
open to legal attack because of directors' interest, or for any
other reason.
(4) In addition to the powers and authorities herein before or by
statute expressly conferred upon them. the directors are hereby
empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the corporation; subject,
nevertheless, to the provisions of the statutes of Delaware, of
this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall
invalidate any prior act of the directors which would have been
valid if such by-law had not been made.
SEVENTH: No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except with respect to (1) a breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a bowing violation of law, (3) liability
under Section 174 of the Delaware General Corporation Law or (4) a transaction
from which the director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102 (b)(7) of the Delaware General Corporation Law,
as amended from time to time. The corporation shall indemnify to the fullest
extent permitted by Sections 102 (b)(7) and 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such Sections
grant the corporation the power to indemnify.
EIGHTH: 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 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 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.
NINTH: 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
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by law, and all rights and powers conferred herein on stockholders, directors
and officers are subject to this reserved power.
IN WITNESS WHEREOF, the undersigned hereby executes this document and
affirms that the facts set forth herein are true under the penalties of perjury
this ninth day of May, 2000.
/s/ MLCHAEL A BARR
-----------------------------------
Michael A. Barr, Incorporator
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