EXHIBIT 3.1
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 "THE UNITED STATES BASKETBALL LEAGUE, INC.", FILED IN THIS
OFFICE ON THE TWENTY-NINTH DAY OF MAY, A.D. 1984, AT 9 O'CLOCK A.M.
/S/ Edward J. Freel
Edward J. Freel, Secretary of State
2036407 8100
001253249
Authentication 0446456
Date: 05-18-00
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701500007
FILED
MAY 29 1984
CERTIFICATE OF INCORPORATION
OF
THE UNITED STATES BASKETBALL LEAGUE, INC.
I, the undersigned, in order to form a corporation for the purposes hereinafter
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is:
THE UNITED STATES BASKETBALL LEAGUE, INC.
SECOND: The registered office of the corporation is to be located at c/o United
Corporate Services Inc., 410 South State Street, in the City of Dover, County of
Kent, State of Delaware 19901. The name of its registered agent at that address
is United Corporate Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.
FOURTH: The corporation shall be authorized to issue the following
shares:
Number of
Common Shares Par Value
COMMON 1,000 $01
FIFTH: The name and address of the incorporator are as follows:
Name Address
Ray A. Barr 9 East 40th Street
New York, New York 10016
SIXTH: The following provisions are inserted for the management of the business
and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders:
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(1) The number of directors of the corporation shall be such as from time to
time shall be fixed by, or In the manner provided in the by-laws. Election of
directors need not be by ballot unless the by-laws so provide. (2) The Board of
Directors shall have power without the assent or vote of the
stockholders:
(a) To make, alter, amend, change, add to or repeal the By-Laws of the
corporation: to fix and vary the amount to be reserved for any proper purpose:
to authorize and cause to be executed mortgages and liens upon all or any part
of the property of the corporation; to determine the use and disposition of any
surplus or net profits: and to fix the times for the declaration and payment of
dividends.
(b) To determine from time to time whether, and to what times and places, and
under what conditions the accounts and books of the corporation (other than the
stockledger) or any of them, shall be open to the inspection of the
stockholders.
(3) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified
by the vote of the holders of a majority of the stock of the corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved or ratified by every
stockholder of the corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for any
other reason.
(4) In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation: subject, nevertheless to the provisions of the statutes of
Delaware, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.
SEVENTH: The corporation shall, to the full extent permitted by Section 145 of
the Delaware General Corporation Law, as amended, from time to time, indemnify
all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of then 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 S 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 Title 8 of the Delaware
Code order a meeting of the creditors
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or class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may we, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths (3/4) 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 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.
NINTH: The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made
herein are true under the of perjury, this twenty-third day of May, 1984.
/S/ Ray A. Barr
Ray A. Barr, Incorporator
