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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
Construction Technology Industries, 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 provisi 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 Construction Technology Industries, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 100 West Tenth
Street, City of Wilmington, County of New Castle, and the name of the registered
agent of the Corporation in the State of Delaware at such address is The
Corporation Trust Company.
THIRD: The nature of the business and the purposes to be conducted and
promoted by the Corporation, which shall be in addition to the authority of the
Corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, is as follows:
(a) As principal, agent or broker, and on commission or
otherwise: to buy, sell, exchange, lease, let, grant or take
licenses in respect of, improve, develop, repair, manage, maintain
and operate real property of every kind, corporeal and incorporeal,
and every kind of estate, right or interest therein or pertaining
thereto; to construct, improve, repair, raze and wreck buildings,
structures and works of all kinds, for itself or for others; to
buy, sell and deal in building materials and supplies; to advance
loans secured by mortgages or other liens on real estate. To act as
loan broker. Generally to do everything suitable, proper and
conducive to the successful conduct of a real estate and real
estate agency and brokerage business in all its branches and
departments; and
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to apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own, use,
operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and introduce, sell
assign, mortgage, pledge or otherwise dispose of, and, in any manner
deal with and contract with reference to:
(i) inventions, devices, formulas, processes or any
improvements, and modifications thereof;
(ii) letters patent, patent rights, patented
processes, copyrights, designs, and similar rights, trademarks,
trade symbols and other indications of origin and ownership granted
by or recognized under the laws of the United States of American or
of any state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or
appertaining thereunto.
(iii) franchises, licenses, grants and concessions.
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(b) To purchase, own, and hold the stock of other
corporations, and to do every act and thing covered generally by the
denomination "holding corporation", and especially to direct the
operations of other corporations through the ownership of stock
therein; to purchase, subscribe for, acquire, own, hold, sell,
exchange, assign, transfer, create security interest in, pledge, or
otherwise dispose of shares or voting trust certificates for shares
of the capital stock, or any bonds, notes, debentures, mortgages,
securites or evidences of indebtedness created by any other
corporation or corporations organized under the laws of this state
or any other state or district or country, nation, or government
and also bonds or evidences of indebtedness of the United States or
of any state, district, territory, dependency or country or
subdivision or municipality thereof; to issue in exchange therefor
shares of the capital stock, bonds, notes, debentures, mortgages,
or other obligations of the Corporation and while the owner thereof
to excercise all the rights, powers and privileges of ownership
including the right to vote on any shares of stock or voting trust
certificates so owned; to promote, lend money to, and guarantee the
dividends, stocks, bonds, notes, debentures, mortgages, evidences
of indebtedness, contracts, or other obligations of, and otherwise
aid in any manner which shall be lawful, any corporation or
association of which any bonds, stocks, voting trust certificates,
or other securities or evidences of indebtedness shall be held by
or for this Corporation, or in which, or in the welfare of which,
this Corporation shall have any interest, and to do any acts and
things permitted by law and designed to protect, preserve, improve,
or enhance the value of any such bonds, stocks, or other securities
or evidences of indebtedness or the property of this Corporation.
(c) to purchase, receive, take by grant, gift, devise,
bequest or otherwise, lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or personal
property, or any interest therein, wherever situated, and to sell,
convey, lease, exchange transfer or otherwise dispose of, or
mortgage or pledge, all or any of its property and assets, or any
interest therein, wherever situated.
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(d) To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to issue
and sell its own securities, including its shares of stock, notes,
bonds, debentures, and other obligations, in such amounts, on such
terms and conditions, for such purposes and for such prices, now or
hereafter permitted by the laws of the State of Delaware and by this
Certificate of Incorporation, as the Board of Directors of the
Corporation may determine; and to secure any of its obligations by
mortgage, pledge, or other encumbrance of all or any of its
property, franchises and income.
(e) To conduct its business, promote its purposes, carry on
its operations and exercise all or any part of the foregoing
purposes and powers in any and all parts of the world, and to
conduct its business in all or any of its branches as principal,
agent, broker, factor, contractor, and in any other lawful capacity,
either alone or through or in conjunction with any corporations,
associations, partnerships, firms, trustees, syndicates,
individuals, organizations, and other entities in any part of the
world, and in conducting its business and promoting any of its
purposes, to maintain offices, branches and agencies in any part of
the world, to make and perform any contracts and to do any acts and
things, and to carry on any business, and to exercise any powers and
privileges suitable, convenient, or proper for the conduct,
promotion, and attainment of any of the business and purposes herein
specified or which at any time may be incidental thereto or may
appear conducive to or expedient for the accomplishment of any of
such business and purposes and which might be engaged in or carried
on by a corporation incorporated or organized under the General
Corporation Law of the State of Delaware, and to have and exercise
all of the powers conferred by the Laws of the State of Delaware
upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the Corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation;
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provided, that the Corporation shall not conduct any business, promote any
purpose, or exercise any power or privilege within or without the State of
Delaware which, under the laws thereof, the Corporation may not lawfully
conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Twenty Five Million (25,000,000). The par value of
each of said shares is $.001. All such shares are one class and are shares of
common stock.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Mailing Address
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Gary B. Wolff 40 Exchange Place
New York, NY 10005
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 or on the
application of trustees in dissolution or 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 of Title 8 of the Delaware Code order a meeting of creditors 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 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.
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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 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 (c)(2) 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.
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NINTH: 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 Bylaw, 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 director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
TENTH: 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 laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.
ELEVENTH: The effective date of the Certificate of Incorporation of the
Corporation, and the date upon which the existence of the Corporation shall
commence, shall be its date of filing.
Signed: New York, New York
February 10, 198?
/s/ GARY B. WOLFF
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Gary B. Wolff, Incorporator
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