<PAGE> 1
Exhibit 3.1
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
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 "ENVIRO INDUSTRIAL TECHNOLOGIES, INC.", FILED IN THIS OFFICE ON
THE THIRTY-FIRST DAY OF MARCH, A.D. 2000, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.
/s/ Edward J. Freel
------------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
3205048 8100 AUTHENTICATION: 0358339
001166481 DATE: 04-04-00
[SEAL]
<PAGE> 2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/31/2000
001166481 - 3205048
CERTIFICATE OF INCORPORATION
OF
Enviro Industrial Technologies, Inc.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is:
Enviro Industrial Technologies, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 15 East North
Street, Dover, County of Kent, DE 19901; and the name of the registered agent at
such 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 General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of shares which this Corporation shall
have the authority to issue is Sixty Million (60,000,000) shares, as follows:
a. Common Stock. Of the total authorized capital stock, the Corporation
shall have the authority to issue Fifty Million (50,000,000) shares with the par
value of one ($.001) mil each, which shares shall be designated "Common Stock".
b. Preferred Stock. Of the total authorized capital stock, the
corporation shall have the authority to issue Ten Million (10,000,000) shares
with the par value of one ($.001) mil each, which shares shall be designated
"Preferred Stock".
A. Shares of Preferred Stock may be issued from time to time
in one or more series, each such series to have distinctive serial
designations, as shall hereafter be
<PAGE> 3
determined in the resolution or resolutions providing for the issuance
of such Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby vested in the
Board of Directors, which resolutions shall be filed with the
Secretary of State of the State of Delaware as required by law.
B. Each series of Preferred Stock
(i) may have such number of shares;
(ii) may have such voting powers, full or limited,
or may be without voting powers;
(iii) may be subject to redemption at such time or
times and at such prices;
(iv) may be entitled to receive dividends (which may
be cumulative or non-cumulative) at such rate or
rates, on such conditions, from such date or dates,
and at such times, and payable in preference to, or
in such relation to the dividends payable on any
other class or classes or series of stock;
(v) may have such rights upon the dissolution of, or
upon any distribution of the assets of the
Corporation;
(vi) may be convertible into, or exchangeable for,
shares of any other class or classes or of any other
series of the same or any other class or classes of
stock of the Corporation at such price or prices or
at such rates of exchange, and with such adjustments;
(vii) may be entitled to the benefit of a sinking
fund or purchase fund to be applied to the purchase
or redemption of shares of such series in such amount
or amounts;
(viii) may be entitled to the benefit of conditions
and restrictions upon the creation of indebtedness of
this Corporation or any subsidiary, upon the issuance
of any additional stock (including additional shares
of such series or of any other series), and upon the
payment of dividends or the making of other
distributions on, and the purchase redemption or
other acquisition by this Corporation or any
subsidiary of any outstanding stock of this
Corporation; and
2
<PAGE> 4
(xi) may have such other relative, participating,
optional or other rights, qualifications, limitations
or restrictions, all as shall be stated in said
resolution or resolutions providing for the issuance
of such Preferred Stock. Except where otherwise set
forth in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of any
series of Preferred Stock, the number of shares
comprising such series may be increased or decreased
(but not below the number of shares then outstanding)
from time to time by like action of the Board of
Directors.
C. Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or otherwise)
or purchased by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock
of any other class or classes shall have the status of authorized and
unissued shares of Preferred Stock and may be reissued as a part of the
series of which they were, subject to the conditions or restriction on
issuance set forth in the resolution or resolutions adopted by the
Board of Directors providing for the issuance of any series of
Preferred stock and subject to any filing required by law.
No holder of any of the shares of the stock of the corporation, whether
now or hereafter authorized and issued shall be entitled as of right to purchase
or subscribe for unissued stock of any class, or any additional shares of any
class to be issued by reason of any increase of the authorized capital stock of
any class of the corporation, or bonds, certificates of indebtedness,
debentures, or other securities convertible into stock of any class of the
corporation, or carrying any right to purchase stock of any class of the
corporation, but any such unissued stock or any such additional authorized issue
of any stock or of other securities convertible into stock, may be issued and
disposed of pursuant to resolution of the Board of Directors to such persons,
firms, corporations, or associations, and upon such terms, as may be deemed
advisable by the Board of Directors in the exercise of its discretion.
FIFTH: The name and the mailing address of the incorporator is:
Gerald A. Adler
Bondy & Schloss LLP
6 East 43rd Street
New York, New York 10017
3
<PAGE> 5
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: 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 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 a 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 of 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.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by or in the manner provided in the By-Laws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other By-Laws of the Corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the Corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the
By-Laws of the Corporation may be exercised by the Board of Directors
of the Corporation; provided, however, that any provision for the
classification of directors of the Corporation for staggered
4
<PAGE> 6
terms pursuant to the provisions of subsection (d)of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial By-Law or in a By-Law adopted by the stockholders entitled
to vote of the Corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. Whenever the Corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the Corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the increase
or decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.
TENTH: 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 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 By-Law, 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 a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
5
<PAGE> 7
ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered or repealed, and other provisions,
authorized by the laws of the State of Delaware at the time in force, may be
added or inserted in the manner and at the time prescribed by said stockholders
of the Corporation.
Signed on March 31, 2000
/s/ Gerald A. Adler
___________________________________________
Gerald A. Adler
Incorporator
6
