STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
First: That at a meeting of the Board of Directors of BULLET ENVIRONMENTAL
SYSTEMS, INC. resolutions were duly adopted setting forth proposed amendments of
the Certificate of Incorporation of said corporation, declaring said amendments
to be advisable and requesting a majority of the stockholders of said
corporation to give their consent in writing thereto. The resolutions setting
forth the proposed amendments are as follows:
BE IT RESOLVED THAT, effective May 25, 2000 the Certificate of
Incorporation of this corporation be amended by changing the article
thereof numbered "I" so that, as amended, said Article shall be and
read as follows:
"Article I
Name
The name of the Corporation shall be LIQUIDPURE CORP."
Second: That thereafter, pursuant to resolution of its Board of Directors, a
majority of the stockholders of said corporation gave their consent in writing
to the preceding resolutions in lieu of a meeting of stockholders pursuant to
ss.228 of the General Corporation Law of the State of Delaware.
Third: That said amendment was duly adopted in accordance with the provisions
ofss.242 of the General Corporation Law of the State of Delaware.
By: /s/ Brett Lee Walker
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(Authorized Officer)
Name: Brett Lee Walker
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CERTIFICATE OF INCORPORATION
OF
BULLET ENVIRONMENTAL SYSTEMS, INC.
The undersigned natural, adult person, acting as incorporator of a
corporation (hereinafter usually referred to as the "Corporation") pursuant to
the provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE I
NAME
The name of the Corporation shall be Bullet Environmental Systems, Inc.
ARTICLE II
DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to transact any
or all lawful business for which corporations may be incorporated pursuant to
the Delaware Corporation Law.
ARTICLE IV
CAPITAL STOCK
The authorized capital stock of the Corporation shall consist of
30,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of
preferred stock, $0.0001 par value.
ARTICLE V
PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF
CAPITAL STOCK
(a) No share of the common stock shall have any preference over or limitation in
respect to any other share of such common stock. All shares of common stock
shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in dividends. Subject
to the applicable provisions of the laws of this State, the Board of
Directors of the Corporation may, from time to time, declare and the
Corporation may pay dividends in cash, property, or its own shares,
except when the Corporation is insolvent or when the payment thereof
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would render the Corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in this
Certificate of Incorporation. When any dividend is paid or any other
distribution is made, in whole or in part, from sources other than
unreserved and unrestricted earned surplus, such dividend or
distribution shall be identified as such, and the source and amount per
share paid from each source shall be disclosed to the stockholder
receiving the same concurrently with the distribution thereof and to
all other stockholders not later than six months after the end of the
Corporation's fiscal year during which such distribution was made.
2. All shares of common stock shall share equally in distributions in
partial liquidation. Subject to the applicable provisions of the laws
of this State, the Board of Directors of the Corporation may
distribute, from time to time, to its stockholders in partial
liquidation, out of stated capital or capital surplus of the
Corporation, a portion of its assets in cash or property, except when
the Corporation is insolvent or when such distribution would render the
Corporation insolvent. Each such distribution, when made, shall be
identified as a distribution in partial liquidation, out of stated
capital or capital surplus, and the source and amount per share paid
from each source shall be disclosed to all stockholders of the
Corporation concurrently with the distribution thereof. Any such
distribution may be made by the Board of Directors from stated capital
without the affirmative vote of any stockholders of the Corporation.
3. Each outstanding share of common stock shall be entitled to one
vote at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences, qualifications, restrictions
and limitations of the preferred stock shall be established from time to time by
the Corporation's Board of Directors, in accordance with the Delaware
Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of directors
or for any purpose.
2. No holders of shares of capital stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to subscribe
to any unissued stock or any other securities which the Corporation may
now or hereafter be authorized to issue. The Board of Directors of the
Corporation, however, in its discretion by resolution, may determine
that any unissued securities of the Corporation shall be offered for
subscription solely to the holders of common stock of the Corporation,
or solely to the holders of any class or classes of such stock, which
the Corporation may now or hereafter be authorized to issue, in such
proportions based on stock ownership as said board in its discretion
may determine.
3. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any stockholder
"first right of refusal to purchase" the stock, by making the stock
redeemable, or by restricting the transfer of the stock under such
terms and in such manner as the directors may deem necessary and as are
not inconsistent with the laws of this State. Any stock so restricted
must carry a conspicuous legend noting the restriction and the place
where such restriction may be found in the records of the Corporation.
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4. The judgment of the Board of Directors as to the adequacy of any
consideration received or to be received for any shares, options, or
any other securities which the Corporation at any time may be
authorized to issue or sell or otherwise dispose of shall be conclusive
in the absence of fraud, subject to the provisions of this Certificate
of Incorporation and any applicable law.
ARTICLE VI
REGISTERED AGENT
The name and address of the Corporation's initial registered agent
shall be:
Delaware Registry Ltd.
3511 Silverside Road
Suite #105, New Castle County
Wilmington, Delaware
USA 19810
The Board of Directors, however, from time to time may establish such
other offices, branches, subsidiaries, or divisions which it may consider to be
advisable.
ARTICLE VII
DIRECTORS
The affairs of the Corporation shall be governed by a board of not less
than one (1) director, who shall be elected in accordance with the Bylaws of the
Corporation. Subject to such limitation, the number of directors shall be fixed
by or in the manner provided in the Bylaws of the Corporation, as may be amended
from time to time. The organization and conduct of the board shall be in
accordance with the following:
1. The initial director of the Corporation shall be appointed by the
incorporator of the Corporation.
2. The directors of the Corporation need not be residents of Delaware
and shall not be required to hold shares of the Corporation's capital
stock.
3. Meetings of the Board of Directors, regular or special, may be held
within or without Delaware upon such notice as may be prescribed by
the Bylaws of the Corporation. Attendance of a director at a meeting
shall constitute a waiver by him of notice of such meeting unless he
attends only for the express purpose of objecting to the transaction
of any business thereat on the ground that the meeting is not lawfully
called or convened.
4. A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of
business.
5. By resolution adopted by the majority of the Directors at any time
constituting the Board of Directors, the Board of Directors may
designate two or more directors to constitute an Executive Committee
or one or more committees each of which shall have and may
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exercise, to the extent permitted by law or in such resolution, all
the authority of the Board of Directors in the management of the
Corporation; but the designation of any such committee and the
delegation of authority thereto shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed on
it or him by law.
6. Any vacancy in the Board of Directors, however caused or created,
may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office and until his successor is duly
elected and qualified.
ARTICLE VIII
OFFICERS
The officers of the Corporation shall be prescribed by the Bylaws of
this Corporation.
ARTICLE IX
MEETINGS OF STOCKHOLDERS
Meetings of the stockholders of the Corporation shall be held at such
place within or without Delaware and at such times as may be prescribed in the
Bylaws of the Corporation. Special meetings of the stockholders of the
Corporation may be called by the President of the Corporation, the Board of
Directors, or by the record holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting. At any meeting of the stockholders,
except to the extent otherwise provided by law, a quorum shall consist of a
majority of the shares entitled to vote at the meeting; and, if a quorum is
present, the affirmative vote of the majority of shares represented at the
meeting and entitled to vote thereat shall be the act of the stockholders unless
the vote of a greater number is required by law.
ARTICLE X
VOTING
When, with respect to any action to be taken by stockholders of this
Corporation, the laws of Delaware requires the affirmative vote of the holders
of more than a majority of the outstanding shares entitled to vote thereon, or
of any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE XI
BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders, the power
to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors.
ARTICLE XII
TRANSACTIONS WITH DIRECTORS AND
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OTHER INTERESTED PARTIES
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director of officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
ARTICLE XIII
LIMITATION OF DIRECTOR LIABILITY
AND INDEMNIFICATION
No Director of the Corporation shall have liability to the Corporation
or to its stockholders or to other security holders for monetary damages for
breach of fiduciary duty as a director; provided, however, that such provisions
shall not eliminate or limit the liability of a director to the Corporation or
to its shareholders or other security holders for monetary damages for: (i) any
breach of the director's duty of loyalty to the Corporation or to its
shareholders or other security holders; (ii) acts or omissions of the director
not in good faith or which involve intentional misconduct or a knowing violation
of the law by such director; (iii) acts by such director as specified by the
Delaware Corporation Law; or (iv) any transaction from which such director
derived an improper personal benefit.
No officer or director shall be personally liable for any injury to
person or property arising out of a tort committed by an employee of the
Corporation unless such officer or director was personally involved in the
situation giving rise to the injury or unless such officer or director committed
a criminal offense. The protection afforded in the preceding sentence shall not
restrict other common law protections and rights that an officer or director may
have.
The word "director" shall include at least the following, unless
limited by Delaware law: an individual who is or was a director of the
Corporation and an individual who, while a director of the Corporation is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan. A
director shall be considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on or
otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan. To the extent allowed by Delaware law, the word
"director" shall also include the heirs and personal representatives of all
directors.
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The Corporation shall be empowered to indemnify its officers and
directors to the fullest extent provided by law, including but not limited to
the provisions set forth in the Delaware Corporation Law, or any successor
provision.
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator of the Corporation is as
follows:
Name Address
Andrew Hromyk Suite 103, 2190 Argyle Avenue
West Vancouver, British Columbia
Canada V7V 1G6
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his
signature on March 30, 1999.
/s/ Andrew Hromyk
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Andrew Hromyk
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