FIRST: The name of the corporation is The Viola Group, Inc.
(the "Corporation").
SECOND: The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be
organized under the New York Business Corporation Law provided that the
corporation is not formed to engage in any activity which requires the
consent or approval of any state official, department, board, agency or
other body, without such consent or approval first being obtained.
THIRD: The office of the Corporation is located in the County of
New York, State of New York.
FOURTH: The aggregate number of shares which the corporation shall
have authority to issue is eighty million (80,000,000) shares of which
seventy-five million shares shall be common stock, par value, $.01 and
five million (5,000,000) shares shall be preferred stock, par value $.01.
The relative rights, preferences and limitations of the shares of each class
are as follows:
Common Stock
The shares of Common Stock shall be alike and equal in all respects and
shall have one vote for each share. After the requirements with respect to
preferential dividends, if any, on the Preferred Stock shall have been met,
then, and not otherwise, dividends payable in cash or in any other medium
may be declared and paid on the shares of Common Stock. After distribution
in full of the preferential amount, if any, to be distributed to the holders
of Preferred Stock in the event of voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation, the
holders of the Common Stock shall be entitled to receive all of the
remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to number of shares of
Common Stock held by them respectively.
Preferred Stock
The designations, powers, preferences, rights, qualifications, limitations
and restrictions of the Preferred Stock are as follows:
The Preferred Stock may be issued in one or more series at such time or times
and for such consideration or considerations as the Board of Directors may
determine pursuant to a resolution or resolutions providing for such issuance
duly adopted by the Board (authority to do so being hereby expressly vested
in the Board) and such resolution or resolutions shall also set forth, with
respect to each such series of Preferred Stock, the following:
(1) The distinctive designation, stated value and number of shares
comprising such series, which number may (except where otherwise provided
by the Board of Directors in creating such series) be increased or decreased
(but not below the number of shares then outstanding) from time to time
by action of the Board of Directors;
(2) The rate of dividend, if any, on the shares of that series, whether
dividends shall be cumulative and, if so, from which date, and the relative
rights of priority, if any, of payment of dividends on shares of that series
over shares of any other series;
(3) Whether the shares of that series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date upon or after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates, or the property or rights, including securities
of any other corporation, payable in case of redemption;
(4) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms and amounts payable
into such sinking fund;
(5) The rights to which the holders of the shares of that series shall
be entitled in the event of voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
(6) Whether the shares of that series shall be convertible into or
exchangeable for shares of capital stock of any class or any other series
of Preferred Stock and, if so, the terms and conditions of such conversion
or exchange, including the rate of conversion or exchange, the date upon
or after which they shall be convertible or exchangeable, the duration for
which they shall be convertible or exchangeable, the event upon or after
which they shall be convertible or exchangeable and at whose option they
shall be convertible or exchangeable, and the method of adjusting the rate
of conversion or exchange in the event of a stock split, stock dividend,
combination of shares or similar event;
(7) Whether the shares of that series shall have voting rights in
addition to the voting rights provided by law and, if so, the terms of such
voting rights;
(8) Whether the issuance of any additional shares of such series, or of
any shares of any other series,
shall be subject to restrictions as to issuance, or as to the powers,
preferences or rights of any such other series; and
(9) Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualification,
limitation or restriction of such series, as the Board of Directors may
deem advisable and as shall not be inconsistent with the provisions of
this Certificate of Incorporation and to the full extent now or hereafter
permitted by the laws of the State of New York.
FIFTH: The Secretary of State is designated as the agent of the
Corporation upon whom process against the corporation may be served.
The address to which the Secretary of State shall mail a copy of any such
process served upon him is 1653 Haight Avenue, Bronx, New York 10461-1503.
SIXTH: The name and address of the registered agent which is the agent
of the Corporation upon whom process against it may be served, is Mr. Arthur
D. Viola, 1653 Haight Avenue, Bronx, New York 10461-1503.
SEVENTH: The Corporation may, to the fullest extent permitted by
Sections 722, 723, 724, 725 and 726 of the New York Business Corporation Law,
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 shall continue as to a person who has ceased
to be director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
EIGHTH: No directors of the Corporation shall have personal liability
to the corporation or its shareholders for damages for any breach of duty in
such capacity, provided that the foregoing shall not eliminate or limit the
liability of any director if a judgment or other final adjudication adverse
to him establishes that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled or that his act violated Section 719 of the New York
Business Corporation Law. No amendment to repeal this paragraph shall apply
to or have any effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. If the New York
Business Corporation Law is amended hereafter to expand or limit liability
of a directors, then the liability of a director of the Corporation shall be
expanded to the extent required or limited to the extent permitted by
New York law.
NINTH: Meetings of the Stockholders may be held within or without the
State of New York as the By-laws may provide. The books of the Corporation
may be kept (subject to any statutory provision) outside of the State of
New York at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws.
TENTH: No Stockholder shall be entitled to preemptive rights to purchase
shares or other securities of the Corporation.
ELEVENTH: Except as to the election of directors, who shall be elected
by a plurality of the votes cast by the holders of shares entitled to vote
in such election at a meeting of shareholders, any corporate action required
or permitted by law to be submitted to shareholders at a meeting of
shareholders shall be authorized by a majority of votes cast by the holders
of shares entitled to vote thereon present in person or by proxy; and
TWELFTH: The taking of corporate action by the written consent of
those shareholders having at least the minimum votes necessary to authorize
such action is authorized, in lieu of requiring a meeting of shareholders,
in accordance with Section 615 of the General Business Law. In the event that
any of the provisions of this Restated Certificate of Incorporation
(including any provision within a single Section, paragraph or sentence)
is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall
remain enforceable to the full extent permitted by law.
THE VIOLA GROUP, INC.
By: /s/ Arthur D. Viola
____________________
Arthur D. Viola
President
(CORPORATE SEAL)
ATTEST:
/s/ Arthur D. Viola
____________________
Arthur D. Viola
Secretary
