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EXHIBIT 3(i)
MAYOR'S JEWELERS, INC.
CERTIFICATE OF INCORPORATION
FIRST: The name of the Corporation is Mayor's Jewelers, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the city
of Wilmington, County of New Castle. The name of its registered agent at that
address is the Corporation Trust Company.
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 Delaware.
FOURTH: (a) General. The aggregate number of shares which the
Corporation is authorized to issue is 55,001,000 shares, of which 5,000,000
shall be shares of Preferred Stock, $.0001 par value per share (the "Preferred
Stock"); 50,000,000 shall be shares of Common Stock, $.0001 par value per share
(the "Common Stock"); and 1,000 shall be shares of Non-Voting Common Stock,
$.0001 par value per share (the "Non-Voting Common Stock").
(b) Preferred Stock. The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of this Article
Fourth, to provide for the issuance of the shares of the Preferred Stock in
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to each series of
the Preferred Stock shall include, but not be limited to, determination of the
following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
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(ii) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(iii) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of
such voting rights;
(iv) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversions, including
provision for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
(v) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or 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;
(vi) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(vii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(viii) Any other relative rights, preferences and limitations
of that series.
(c) Common Stock. Each share of Common Stock issued and
outstanding shall have one vote upon matters submitted to the common stock
shareholders for a vote.
(d) Non-Voting Common Stock. Each share of Non-Voting Common Stock
shall have all rights of a share of Common Stock, except such shares shall not
have voting rights.
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FIFTH: The Board of Directors shall have the power to adopt, amend and
repeal the Bylaws of the Corporation (except so far as the Bylaws of the
Corporation adopted by the stockholders shall otherwise provide). Any Bylaws
adopted by the directors under the powers conferred hereby may be amended or
repealed by the directors or by the stockholders. Notwithstanding the foregoing
and anything contained in this Certificate of Incorporation to the contrary,
Article II, Sections 1 (c), 5 and 7; Article III, Section 2; and Article V of
the Bylaws as originally adopted by the sole incorporator shall not be amended
or repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 80% of the voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided, however, that the
Continuing Directors by a two-thirds vote of such Continuing Directors as
defined in Article Eighth hereof may amend or repeal the foregoing Bylaw
provisions without the requirements of such shareholder vote. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required at alter, amend,
adopt any provision inconsistent with or repeal this Article Fifth; provided,
however, that if the Continuing Directors as defined in Article Eighth shall by
a two-thirds vote of such Continuing Directors have adopted a resolution
approving the amendment or repeal proposal and have determined to recommend it
for approval by the holders of stock entitled to vote thereon, then the vote
required shall be the affirmative vote of the holders of at least a majority of
the outstanding shares entitled to vote thereon.
SIXTH: Any action required or permitted to be taken by the stockholders
of the Corporation must be effected at a duly called annual or special meeting
of such holders and may not be affected by any consent in writing by such
holders. Except as otherwise required by law and subject to the rights of the
holders of the Preferred Stock, special meetings of stockholders of the
Corporation may be called only by the President, or the Board of Directors
pursuant to a resolution approved by a majority of the whole Board of Directors.
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Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, or adopt any provision inconsistent with or repeal this Article
Sixth; provided, however, that if the Continuing Directors as defined in Article
Eighth shall by a two-thirds vote of such Continuing Directors have adopted a
resolution approving the amendment or repeal proposal and have determined to
recommend it for approving by the holders of stock entitled to vote thereon,
then the vote required shall be the affirmative vote of the holders of at least
a majority of the outstanding shares entitled to vote thereon.
SEVENTH: (a) The business and affairs of the Corporation shall be
managed by the Board of Directors of the Corporation.
(b) Except as otherwise provided for or fixed by or pursuant to
the provisions of Article Fourth hereof relating to the rights of the holders of
Preferred Stock to elect directors under specified circumstances, the number of
the directors of the Corporation shall be fixed from time to time by or pursuant
to the Bylaws of the Corporation. The directors, other than those who may be
elected by the holders of Preferred Stock, shall be classified, with respect to
the time for which they severally hold office, into three classes, as nearly
equal in number as possible, as shall be provided in the manner specified in the
Bylaws of the Corporation, one class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in 1988, another class
to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1989, and another class to be originally elected for
a term expiring at the annual meeting of stockholders to be held in 1990, with
each class to be hold office until its successor is elected and qualified. At
each annual meeting of the stockholders, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election.
(c) Advance notice of stockholder nominations for the election of
directors shall be given in the manner provided in the Bylaws of the
Corporation. Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
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(d) Except as otherwise provided for or fixed by or pursuant to
the provision of Article Fourth hereof relating to the rights of the holders of
Preferred Stock to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten then term of any incumbent director.
(e) Subject to the rights of the holders of Preferred Stock to
elect directors under specified circumstances, any director may be removed from
office either: (1) without cause by the affirmative vote of at least 50% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class, that
are present in person or by proxy at a meeting where such action may be taken,
provided, however, that prior to any such meeting, that the Continuing Directors
as defined in Article Eighth, by a two-thirds vote of such Continuing Directors,
shall have adopted a resolution approving the removal of such director, or (2)
with cause by the affirmative vote of the holders of at least 50% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class.
(f) To the fullest extent permitted by the General Corporation Law
of the State of Delaware, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this paragraph shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation with respect to any act or
omission occurring prior to the time of such repeal or modification.
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(g) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of all outstanding shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to alter, amend, adopt any provision inconsistent with or
repeal this Article Seventh; provided, however, that if the Continuing Directors
as defined in Article Eighth shall by a two-thirds vote of such Continuing
Directors have adopted a resolution approving the amendment or repeal proposal
and have determined to recommend it for approval by the holders of stock
entitled to vote thereon, then the vote required shall be the affirmative vote
of the holders of at least a majority of the outstanding shares entitled to vote
thereon.
EIGHTH: (a) In addition to any affirmative vote required by laws, this
Certificate of Incorporation, any resolution or resolutions adopted by the Board
of Directors pursuant to its authority under Article Fourth of this Certificate
of Incorporation, in any agreement with any national securities exchange or
otherwise, any Business Combination involving the Corporation or any subsidiary
and any Related Person or any Affiliate or Associate of a Related Person shall
be subject to approval or authorization in the manner provided by the Article
Eighth. Certain capitalized terms used herein are defined in paragraph (d) of
this Article Eighth.
(b) Except as otherwise expressly provided in paragraph (c) of
this Article Eighth, no Business Combination shall be consummated or effected,
either directly or indirectly, unless such Business Combination shall have been
approved or authorized by the affirmative vote of the holders of not less than
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Voting
Stock which are not Beneficially Owned by any Related Person or an Affiliate or
Associate of such Related Person, voting together as a single class (it being
understood for purposes of this Article Eighth, each share of Voting Stock shall
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have one vote, notwithstanding any provision contained in Article Fourth to the
contrary),notwithstanding the fact that no vote for such transaction or approval
by some lesser percentage of stockholders may be required or specified by law,
this Certificate of Incorporation, any resolution or resolutions adopted by the
Board of Directors of the Corporation pursuant to its authority under Article
Fourth of this Certificate of Incorporation, any agreement with any national
securities exchange or otherwise.
(c) The approval or authorization of any Business Combination
in the manner provided for by paragraph (b) of this Article Eighth shall not be
required if all the conditions specified in either paragraph (c) (i) or
paragraph (c) (ii) of this Article Eighth are satisfied:
(i) such Business Combination shall have been expressly
approved by not less than two-thirds of the Continuing Directors, either in
advance of or subsequent to a Related Person having become a Related Person; or
(ii) all of the conditions specified in the following clauses
shall have been met;
(A) the Fair Market Value as of the Consummation Date of
the consideration to be received per share of each class or
series of Capital Stock by Disinterested Stockholders in the
Business Combination is not less than the Highest Per Share
Price (it being understood that the provisions of this
subparagraph (c) (ii)(A) shall be required to be met with
respect to every class or series of the outstanding Capital
Stock, whether or not the Related Person has previously
acquired any shares of a particular series or class of Capital
Stock); and
(B) the form of consideration to be received by
Disinterested Stockholders in the Business Combination shall be
United States Currency or the form of consideration used by the
Related Person in acquiring the largest aggregate number of
shares of the Capital Stock that such Related Person has
previously Acquired; and
(C) after such Related Person has become a Related Person
and prior to the Consummation Date; (1) except as approved by
not less than two-thirds of the Continuing Directors, there
shall have been no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not
cumulative) on the outstanding Capital Stock; and (2) such
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Related Person shall have not become the beneficial owner of
any additional shares of Voting Stock except as part of the
transaction which results in such Related Person becoming a
Related Person; and
(D) after such Related Person has become a Related Person,
such Related Person shall not have received the benefit,
directly or indirectly (except proportionately as a stockholder
of the Corporation), of any loans, advances, guarantees,
pledges or other financial assistance or tax advantages
provided by the Corporation or any Subsidiary, whether in
anticipation of or in connection with such Business Combination
or otherwise; and
(E) a proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Act as then in effect shall have been
mailed to all Disinterested Stockholders at least thirty (30)
days prior to the date of the stockholders' meeting at which
such Business Combination is to be considered (whether or not a
proxy or information statement is required to be mailed
pursuant to the Act) and such proxy or information statement
shall have contained at the front thereof, in a prominent
place, such recommendations and other relevant information
concerning the Business Combination as a majority of the
Continuing Directors may determine so to include.
(d) For the purposes of this Article Eighth:
(i) The term "Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder, or
any similar United States statute enacted to supercede or supplement the Act.
(ii) The term "Affiliate" shall have the meaning ascribed
to it in Rule 12b-2 under the Act, as in effect on May 30, 1987, and shall
include any Person that, after giving effect to a Business Combination, would
become an Affiliate.
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(iii) The term "Announcement Date" shall mean the date of
the first public announcement of a proposed Business Combination.
(iv) The term "Associate: shall have the meaning ascribed
to it in Rule 12b-2, under the Act as in effect on March 31, 1987 (the term
"registrant," as used in such Rule 12b-2, meaning in this case the Corporation),
and shall include any Person that, after giving effect to a Business
Combination, would become an Associate.
(v) The terms "Beneficial Owner" or "Beneficially Owned"
shall mean, or refer to stock ownership by, any person who beneficially owns any
Voting Stock within the meaning ascribed in Rule 13d-3 under the Act as in
effect on May 30, 1987 or who has the right to acquire any such beneficial
ownership (whether or not such right is exercisable immediately, with the
passage of time or subject to any condition) pursuant to any agreement,
contract, arrangement or understanding or upon the exercise of any conversion,
exchange or other right, warrant or option, or otherwise. A Person shall be
deemed the Beneficial Owner of all Capital Stock of which any Affiliate or
Associate of such Person is the Beneficial Owner.
(vi) The term "Business Combination" shall mean any (A)
merger or consolidation of the Corporation or a Subsidiary with or into a
Related Person or any other corporation which is, or after such merger or
consolidation would be, an Affiliate or Associate of a Related Person; (B) sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any Related Person or any
Affiliate or Associate of any Related Person, of all or any Substantial Amount
of the assets of the Corporation, one or more Subsidiaries, or the Corporation
and one or more Subsidiaries, other than in the ordinary course of business; (C)
adoption of any plan or proposal for the liquidation or dissolution of the
Corporation proposed by or on behalf of a Related Person or any Affiliate or
Associate of any Related Person; (D) sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to the Corporation, one or more Subsidiaries, or the Corporation and one or more
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Subsidiaries (in one transaction or a series of transactions) of all or any
Substantial Amount of the assets of a Related Person or any Affiliate or
Associate of any Related Person, other than in the ordinary course of business;
(E) issuance, pledge or transfer of securities of the Corporation, one or more
Subsidiaries, or the Corporation and one or more Subsidiaries (in one
transaction or a series of transactions) to or with a Related Person or any
Affiliate or Associate of any Related Person in exchange for a Substantial
Amount of cash, securities or other property (or a combination thereof) , except
any issuance, pledge or transfer of such securities to any such Person if such
Person is acting as an underwriter with respect to such securities; (F)
reclassification of securities (including any reverse stock split) or
recapitalization of the Corporation, any merger or consolidation of the
Corporation with or into one or more Subsidiaries, or any other transaction that
would have the effect, either directly or indirectly, of increasing the voting
power or the proportionate share of any class of equity or convertible
securities of the Corporation or any Subsidiary which is directly or indirectly
Beneficially Owned by any Related Person or any Affiliate or Associate of any
Related Person; (G) agreement, contract or other arrangement providing for any
of the transactions described in this definition of Business Combination; and
(H) any series of transactions that not less than two-thirds of the Continuing
Directors determine are related and, if taken together, would constitute a
Business Combination under this definition of Business Combination.
(vii) The term "Capital Stock" shall mean all capital
stock of any class of the Corporation authorized to be issued from time to time
under this Certificate of Incorporation, whether now or hereafter outstanding.
(viii) The term "Consummation Date" shall mean the date of
the consummation of the Business Combination.
(ix) The term "Continuing Director" shall mean any member
of the Board of Directors of the Corporation who is not the Related Person, and
not an Affiliate, Associate, representative, or nominee of the Related Person or
of such an Affiliate or Associate, that is involved in the relevant Business
Combination, and (A) was a member of the Board of Directors prior to the
Determination Date with respect to such Related Person or (B) whose initial
election as a director of the Corporation succeeds a Continuing Director and was
recommended by a majority vote of the Continuing Directors then in office;
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provided; that in either case, such Continuing Director shall have continued in
office after becoming a Continuing Director.
(x) The term "Determination" Date" shall mean the date and
time at which a Person became a Related Person.
(xi) The term "Disinterested Stockholder" shall mean a
holder of shares of a particular class or series of Capital Stock who is not (A)
a Related Person with or for the benefit of whom a Business Combination is
proposed to be consummated or (B) an Affiliate or Associate of such Related
Person.
(xii) The term "Fair Market Value" shall mean (A)in the
case of United State currency, the amount thereof; (B) in the case of stock and
other securities, the highest closing sales price during the 30-day period
immediately preceding the date in question of a share or trading unit of such
stock or security on the Composite Tape for New York Stock Exchange - Listed
Stocks, or, if such stock or security is not listed on the New York Stock
Exchange, on the principal United States securities exchange registered under
the Act on which such stock or security is listed, or, if such stock or security
is not listed on any such securities exchange, the highest closing sale price or
bid quotation with respect to a share or trading unit of such stock or security
during the 30-day period on the National Association of Securities Dealers, Inc.
Automated Quotations System or any successor system or, if no such quotations
are available, the fair market value on the date in question of a share or
trading unit of such stock or security as determined in good faith by a majority
vote of the Continuing Directors; and (C) in the case of property other than
cash, stock or other securities, the fair market value of such property on the
date in question as determined in good faith by a majority vote of the
Continuing Directors.
(xiii) The term "Highest Per Share Price" shall mean, with
respect to the consideration to be received per share of each class or series of
Capital Stock by Disinterested Stockholders in any particular Business
Combination, the higher of the following:
(A) the highest per share price including brokerage
commissions, transfer taxes and soliciting dealers' fees) paid
by or on behalf of the Related Person in acquiring Beneficial
Ownership of any of its holdings of such class or series of
Capital Stock of this corporation (1) within the two-year
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period immediately prior to the Announcement Date or (2) in the
transaction or series of transactions in which the Related
Person became a Related Person, whichever is higher; or
(B) the Fair Market Value per share of the shares of
Capital Stock being acquired in the Business Combination as of
(1) the Announcement Date or (2) the date on which the Related
Person became a Related Person, whichever is higher.
For the purposes of this paragraph (d) (xiii), (A) the price deemed to have
been made by a Related Person for any shares of Capital Stock of which an
Affiliate or Associate is the Beneficial Owner shall be the price which is the
highest of the following: (1) the price paid upon the acquisition thereof by the
relevant Affiliate or Associate (if any, and whether or not such Affiliate or
Associate was an Affiliate or Associate at the time of such acquisition) or (2)
the Fair Market Value of such Capital Stock as of the day when the Related
Person became a Beneficial Owner thereof; (B) in determining the Highest Per
Share Price, all purchases by the Related Person shall be taken into account,
regardless of whether the shares were purchased before or after the Related
Person became a Related Person; (C) a Person shall be deemed to have acquired a
share of Capital Stock at the time when such Person became the Beneficial Owner
thereof; and (D) appropriate adjustments shall be made to reflect the relevant
effect of any stock dividends, splits and distributions and any combination or
reclassification of Capital Stock.
(xiv) The phrase "consideration to be received" as used in
subparagraph (c) (ii) (A) of this Article Eighth shall include, without
limitation, the shares of Common Stock or any other class or series of Capital
Stock retained by the Disinterested Stockholders in the event of a Business
Combination that is a merger or consolidation in which the Corporation is the
surviving entity.
(xv) The term "Person" shall mean any individual, corporation,
partnership or other entity, including any group comprised of any Person and any
other Person or any Affiliate or Associate thereof with whom such Person or any
Affiliate or Associate thereof has any agreement, arrangement or understanding,
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directly or indirectly, for the purpose of acquiring, holding, voting, or
disposing of Voting Stock and each Person, and any Affiliate or Associate
thereof, that is a member of such group.
(xvi) The term "Related Person" shall mean any Person who alone
or together with any Affiliates or Associates is:
(A) the Beneficial Owner, directly or indirectly, of an
aggregate percentage of the outstading Voting Stock equal to or
exceeding ten percent (10%), or
(B) an assignee of or otherwise has succeeded to the
Beneficial Ownership of any shares of Voting Stock which were
at any time within the two-year period immediately prior to the
date in question Beneficially Owned by any Related Person, if
such assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933, as amended:
Provided, however, that the term "Related Person" shall not include (v)
the Chairman of the Board of the Corporation or any of his Affiliates or
Associates as designated in his sole discretion by him, (w) the Corporation or
any Subsidiary all of the Capital Stock of or other ownership interest in which
is directly or indirectly owned by the Corporation, (x) any Person whose
acquisition of such aggregate percentage of Voting Stock was approved by not
less than a two-thirds vote of the Continuing Directors prior to such
acquisition of (y) any pension, profit sharing, employee stock ownership or
other employee benefit plan of the Corporation or any subsidiary or any trustee
or fiduciary when acting in such capacity with respect to any such plan.
(xvii) The term "Subsidiary" shall mean any Person a majority
of any class of equity securities in which is owned, directly or indirectly, by
the Corporation, one or more Subsidiaries, or the Corporation and one or more
Subsidiaries.
(xviii) The term "Substantial Amount" shall mean an amount of
stock, securities or other assets or property having a Fair Market Value equal
to ten percent or more of the Fair Market Value of the total consolidated assets
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of the Corporation and its Subsidiaries taken as a whole as of the end of the
most recent fiscal year of the Corporation ended prior to the time as of which
the determination is being made.
(xix) The term "Voting Stock" shall mean all outstanding Common
Stock of the Corporation and all other outstanding Capital Stock, if any,
entitled to vote on each matter on which the holders of record of Common Stock
shall be entitled to vote, and each reference to a proportion of shares of
Voting Stock shall refer to such proportion of the votes entitled to be cast by
the holders of such shares of Common Stock and other Capital Stock voting as one
class (it being understood that for purposes of this Article Eighth, each share
of Voting Stock shall have the number of votes granted to it in accordance with
Article Fourth of this Certificate of Incorporation).
(e) The fact that any Business Combination complies with the provisions
of paragraph(c)(ii) of this Article Eighth shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or any
member thereof, to approve such Business Combination or recommend its adoption
or approval to the stockholders of the Corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to such Business Combination.
(f) A two-thirds majority of the Continuing Directors of the
Corporation shall have the power and duty to determine for the purposes of this
Article Eighth, on the basis of information known to them after reasonable
inquiry, (i) whether a person is a Related Party, (ii) the number of shares of
Voting Stock Beneficially Owned by any person, and (iii) whether a person is an
Affiliate or Associate of another. A two-thirds majority of the Continuing
Directors of the Corporation shall have the further power to interpret all of
the terms and provisions of this Article Eighth.
(g) The affirmative vote of not less than sixty-six and two-thirds
percent (66-2/3%) of the outstanding shares of Voting Stock which are not
Beneficially Owned by and Related or any Affiliate or Associate of a Related
Persons shall be required to alter, amend or repeal, or adopt any provisions
inconsistent with, the provisions set forth in this Article Eighth; provided,
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however, that if the Continuing Directors shall by a two-thirds vote of such
Continuing Directors have adopted a resolution approving the amendment or repeal
proposal and have determined to recommend it for approval by the holders of
stock entitled to vote thereon, then the vote required shall be the affirmative
vote of the holders of at least a majority of the outstanding shares entitled to
vote thereon.
NINTH: Subject to the other terms of this Certificate of Incorporation,
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 statute and this Certificate of Incorporation, and all
rights conferred on stockholders herein are granted subject to this reservation.
TENTH: The name and address of the sole incorporator is as follows:
Alan Lipton
7501 West Oakland Park Blvd.
Fort Lauderdale, Florida 33319
ELEVENTH: The period of duration of the Corporation is perpetual.
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