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EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "SOLUTIONSAMERICA ON-LINE, INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF JULY, A.D. 1999, AT 9 O'CLOCK A.M.
EDWARD J. FREEL
[SEAL] ---------------------------
Edward J. Freel,
Secretary of State
3056948 8100 AUTHENTICATION: 0049663
991455709 DATE: 10-27-99
EXHIBIT A
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/16/1999
991293250 - 3056948
CERTIFICATE OF INCORPORATION
OF
SOLUTIONSAMERICA ON-LINE, INC.
FIRST: The name of the corporation is SOLUTIONSAMERICA ON-LINE, INC.
SECOND: The registered office of the corporation is the State of Delaware
is located at 800 Delaware Avenue, City of Wilmington, County of New Castle,
19801. The registered agent of the corporation at that address is Delaware
Corporations 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 the State of Delaware.
FOURTH: The total number of shares of stock that the corporation is
authorized to issue is eleven million (11,000,000) shares consisting of ten
million (10,000,000) shares of common stock having a par value of $.0001 per
share, and one million (1,000,000) shares of preferred stock having a par value
of $.0001 per share.
The Preferred Stock shall be issuable in one or more series of classes
within a series, with each series or class to consist of such number of shares
and to have such name, powers, designations, preferences, and relative,
participating, optional or other rights, if any, and such qualifications,
limitations or restrictions thereof, if any, as shall be provided in a
resolution or resolutions adopted by the board of directors. In furtherance and
not in limitation of the foregoing, the board of directors is expressly
authorized to fix the voting rights, if any, of any series or class of series
of Preferred Stock.
The number of authorized shares of any class of 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 of the stock of the corporation
entitled to vote irrespective of Section 242(b)(2) of the General Corporation
Law of the State of Delaware.
FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the board of directors is expressly authorized
to make, amend and repeal the bylaws.
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SEVENTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.
EIGHTH: The incorporator is Delaware Corporations Inc., whose mailing
address is 800 Delaware Avenue, P.O. Box 8702, Wilmington, DE 19899.
THE UNDERSIGNED, being the sole incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, does make, file and record
this Certificate of Incorporation, does certify that the facts herein stated are
true, and has caused this Certificate of Incorporation to be duly executed by an
authorized officer this 16th day of July, 1999.
DELAWARE CORPORATIONS INC.,
Sole Incorporator
By: /s/ ROBIN G. BROOKS
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Robin G. Brooks, Vice President
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