Exhibit No. 3.1
Certificate of Incorporation of Electronic Control Security Inc.
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Certificate of Incorporation
of
ENVIRONMENTAL CONSERVATION SYSTEMS, INC.
This is to certify that, there is hereby organized a corporation under and
by virtue of N.J.S. 11A:1-1 et seq., the "New Jersey Business Corporation Act."
[ILLEGIBLE] 1. The name of the corporation is Environmental Conservation
Systems, Inc.
[ILLEGIBLE] 2. The address (and zip code) of this corporation is
250 Mill Street, Belleville, New Jersey 07109
and the name of this corporation's initial registered agent at such
address is
Alex Kloubek
[ILLEGIBLE] 3. The purpose for which this corporation is organized are:
To engage in any activity within the purposes for which
corporations may be organized under the "New Jersey Business Corporation
Act." N.J.S. 11A:1-1 et seq.
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[ILLEGIBLE] 4. The aggregate number of shares which the corporation shall have
authority to issue is
1,000 shares no par value
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[ILLEGIBLE] 5. The first Board of Directors of this corporation shall consist of
1 Director(s) and the name and address of each person who is to serve as
such Director is:
Name Address Zip Code
Alex Kloubek 250 Mill Street
Belleville, New Jersey 07109
[ILLEGIBLE] 6. The name and address of each incorporation is:
Name Address Zip Code
George J. Minish 239 Main Street
West Orange, New Jersey 07052
For Witness Whereof, each individual incorporator, each being over the age
of twenty-one years, has signed this Certificate; or if the incorporator be a
corporation, has caused this Certificate to be signed by its authorized
officers, this 14th day of May 1976.
/s/ George J. Minish
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GEORGE J. MINISH
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FILED & RECORDED
JUN 28 1976
/S/ [ILLEGIBLE]
SECRETARY OF STATE
LICENSE FEE $35.00
FILING FEE 35.00
RECORDING
CERTIFYING COPY
SEC. OF STATE
$61.00
/s/ [ILLEGIBLE]
Certificate of Incorporation
of
ENVIRONMENTAL CONSERVATION SYSTEMS, INC.
FORWARD FOR RECORDING
AND FILING
BY:
MINISH AND BOOLEY
239 Main Street
West Orange, New Jersey 07052
(201) 736-5356
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I, The Secretary of State of the State Of New Jersey, DO HEREBY
CERTIFY that the foregoing is A true copy of CERTIFICATE OF Incorporation and
the endorsements thereon, as the same is taken from and compared with the
original filed in my office on the 28th day of June, A.D. 1976 and now remaining
on file and of record therein.
[SEAL] IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my Official Seal at Trenton, this 23rd day of April, A.D. 1984
/s/ Jane Burgio
SECRETARY OF STATE
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FILED
OCT 2 1986
JANE BURGIO
Secretary of State
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
ELECTRONIC CONTROL SECURITY INC.
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
corporation does hereby execute the following Certificate of Amendment to its
Certificate of Incorporation:
1. The name of the corporation is ELECTRONIC CONTROL SECURITY INC.
2. The following amendment to the Certificate of Incorporation was
approved by the Directors and thereafter duly adopted by the Shareholders of the
corporation on the 9th day of September, 1986.
RESOLVED, that Article SECOND of the Certificate of Incorporation be
amended to read as follows:
"SECOND: The address of this corporation's registered office
is 256 Columbia Turnpike, Columbia Commons - Suite 202, Florham Park, New Jersey
07932, and the name of this corporation's registered agent at such address is
Harvey R. Poe."
RESOLVED, that Article FOURTH of the Certificate of Incorporation be
amended to read as follows:
"FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is Fifteen Million (15,000,000) shares of common
stock having a par value of one mil ($.001) each, and Five Million (5,000,000)
shares
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of preferred stock having a par value of one cent ($.01) each.
The designation, relative rights, preferences and limitations of the
shares of each class of stock shall be as follows:
(a) As to the common stock:
(i) Dividends. Subject to the prior dividend rights of
the holders of the preferred stock, the holders of the common stock shall be
entitled to receive such dividends as may be declared by appropriate Resolution
of the Board of Directors of the corporation out of funds legally available
therefor.
(ii) Voting Rights. Each holder of the common stock
shall be entitled to one vote per share with respect to the election of
Directors and all other matters submitted to a vote of the holders of all the
voting stock of the corporation.
(iii) Rights of Liquidation. Upon the dissolution,
liquidation or winding up of the corporation, the holders of common stock shall
be entitled to receive any assets of the corporation remaining after the full
satisfaction of the asset preference of the preferred stock.
(b) As to the preferred stock:
(i) Dividends. The holder of the preferred stock are
entitled to receive annual dividends in an amount to be decided by the
appropriate Resolution of the Board of Directors of the corporation. These
dividends shall be either cumulative or noncumulative as decided by the
appropriate Resolution of the Board of Directors of the corporation.
(ii) Voting Rights. The voting rights, if any, of the
holders of the preferred stock shall be decided by
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the appropriate Resolution of the Board of Directors of the corporation.
(iii) Rights in Liquidation. The preferred stock shall
be preferred over the common stock in the event of any dissolution, liquidation
or winding up of the corporation to the extent decided by the appropriate
Resolution of the Board of Directors of the corporation.
(iv) Conversation Rights. The holder of the preferred
stock shall have the right to convert any or all shares of the preferred stock
into shares of the common stock of the corporation as shall be decided by the
appropriate Resolution of the Board of Directors of the corporation.
(C) Assessment: The common stock, and preferred stock after the
amount of the subscription price, or par value, has been paid in, shall not be
subject to assessment to pay the debts of the corporation."
3. The number of shares outstanding at the time of the adoption of
the amendment was 180. The total number of shares entitled to vote thereon was
180.
4. The number of shares voting for and against such amendment is as
follows:
Number of Shares Voting Number of Shares Voting
For Amendment Against Amendment
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180 None
Dated this 9th day of September, 1986.
ELECTRONIC CONTROL
SECURITY INC.
By /s/ Arthur Barchenko
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Arthur Barchenko, President
