EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
ALLURISTICS INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the General Corporation Law
of Delaware do hereby adopt the following Articles of incorporation for such
CORPORATION.
ARTICLE I
NAME
The name of the CORPORATION is ALLURISTICS INC.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the CORPORATION's registered office in the State of
Delaware is THE COMPANY CORPORATION, 725 Market Street, in the City of
Wilmington, and County of New Castle. The name of its registered agent at such
address is THE COMPANY CORPORATION.
ARTICLE III
PURPOSES
The purposes of which the CORPORATION is organized are:
A. To purchase, receive by way of gift, subscribe for, invest in, and
in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, contract in respect of, trade
and deal in, sell, exchange, let, land, export, mortgage, pledge, deed in trust,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
design, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and in
all other ways (whether like or unlike any of the foregoing), deal in and with
property of every kind and character, real, personal, or mixed, tangible or
intangible, wherever situated and however held, including, but not limited to,
money, credits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commercial paper, and other
obligations and evidences of indebtedness any government or subdivision or
agency thereof, documents of title and accompanying rights, and every other kind
and character of personal property, real property (improved and unimproved), and
the products and avails thereof, and every character of interest therein and
appurtenance thereto, including, but not limited to, mineral, oil, gas and water
rights, all or any part of any going business and its incidents, franchises,
subsidies, characters, concessions, grants, rights, powers, or privileges,
granted or conferred by any government or subdivision or agency thereof, and any
interest in or
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part of any of the foregoing, and to exercise in respect thereof all of the
rights, powers, privileges, and immunities of individual owners or holders
thereof.
B. To establish, maintain and conduct any sales, service or
merchandising business in all aspects for the purpose of selling, purchasing,
licensing, renting, leasing, operating, franchising, and otherwise dealing with
personal services, instruments, machines, appliances, inventions, trademarks,
tradenames, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.
C. To serve as manager, consultant, representative, agent or advisor
for other persons, associations, corporations, partnerships and firms.
D. To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, sell, convey, mortgage , pledge,
lease, exchange, transfer and otherwise dispose of liens, real estate, real
property, chattles real and estates, interests, and rights and equities of all
kinds of lands; and to engage in the business of managing, supervising and
operating real property, buildings and structures to negotiate and consummate
for itself or for others leases with respect to such properties, to enter into
contracts and arrangements either as principal or as agent for the maintenance,
repair and improvement of any property managed, supervised, or operated by the
CORPORATION; to engage in and conduct or authorize, license and permit others to
engage in and conduct any business or activity incident, necessary, advisable or
advantageous to the ownership of property, buildings, and the structures,
managed, supervised or operated by the CORPORATION.
E. To enter into or become an associate, member, shareholder, or
partner in any firm, association, partnership (whether limited, general or
otherwise), company, joint stock company, syndicate or corporation, domestic or
foreign, formed or to be formed to accomplish any lawful purpose, and to allow
or cause the title to any estate, right or interest in any property (whether
real, personal or mixed), owned, acquired, controlled, or operated by or in
which the CORPORATION has an interest, to remain or be vested or registered in
the name of or operated by any firm, association, partnership (whether limited,
general or otherwise), company, joint stock company, syndicate, or corporation,
domestic or foreign, formed to accomplish any of the purposes enumerated herein.
F. To acquire the goodwill, rights, assets and property, and to
undertake to assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.
G. To hire and employ agents, servants, and employees, to enter into
agreements of employment and collective bargaining agreements, and to act as
agent, contractor, factor, or otherwise, either alone or in company with others.
H. To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, including its employees, officers and
directors, if such aid reasonably may be expected to benefit, directly or
indirectly, the CORPORATION.
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I. To let concessions to others to do any of the things that this
CORPORATION is empowered to do, and to enter into, make, perform, and carry out,
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or subdivision or agency thereof.
J. To carry on any business whatsoever that this CORPORATION may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interest of this CORPORATION, and to have and to exercise all powers
conferred by the laws of the State of Delaware on corporations formed under the
laws pursuant to which and under which this CORPORATION is formed, an such laws
are now in effect or may at any time hereafter be amended, and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either along or in connection with other persons, firms,
associations, or corporations, and in any part of the world.
K. To transact any business and to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware, as amended, or which may be authorized in the future amendment
thereto.
L. The forgoing statement of purposes shall be construed an a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of this CORPORATION, and the powers and purposes stated in each clause shall
not, except where otherwise stated, be limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not be
construed as to limit in any manner the aforesaid general powers, but are in
furtherance of, and in addition to and not in limitation of said general powers.
ARTICLE IV
SHARES OF STOCK
The total number of shares of stock which the CORPORATION shall have
authority to issue is Fifty Million (50,000,000) shares of Common Stock, and Ten
Million (10,000,000) shares of Preferred. Stock. The par value of each of such
shares is ($0.00001) amounting in the aggregate to Six Hundred Dollars ($600).
ARTICLE V
INCORPORATOR
The name and mailing address of the Incorporator of the CORPORATION is
as follows:
Name Address
---- -------
Timothy P. Halter 7441 Marvin D. Love Frwy., Suite 2000
Dallas, Texas 75237
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ARTICLE VI
DIRECTORS
The name and mailing address of each person who is to serve as a
director of the CORPORATION until the first annual meeting of the shareholders
of the CORPORATION or until their successor is elected and qualified is as
follows:
Name Address
---- -------
Timothy P. Halter 7441 Marvin D. Love Frwy., Suite 2000
Dallas, Texas 75237
ARTICLE VII
DURATION
The period of duration of the CORPORATION is perpetual.
ARTICLE VIII
ELECTION OF DIRECTORS
Elections of directors of the CORPORATION need not be by written ballot
unless the By-Laws of the CORPORATION shall so provide.
ARTICLE IX
MEETINGS OF THE SHAREHOLDERS
Meetings of shareholders of the CORPORATION may be held within or
without the State of Delaware, as the By-Laws of the CORPORATION may provide.
ARTICLE X
AMENDMENTS
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 the Delaware statutes, and all rights conferred upon
shareholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 18th day of April 1988.
/s/ Timothy P. Halter
---------------------------
Timothy P. Halter
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RESTATED
CERTIFICATE OF INCORPORATION
FOR
ALLURISTICS INC.
Pursuant to Section 245 & 242 under the General Corporation Law of
Delaware, I do hereby adopt the following restated Articles of Incorporation for
such CORPORATION.
ARTICLE I
NAME
The name of the CORPORATION is the DONNEBROOKE CORPORATION.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the CORPORATION's registered office in the State of
Delaware is THE COMPANY CORPORATION, 725 Market Street, in the City of
Wilmington, and County of New Castle. The name of its registered agent at such
address is THE COMPANY CORPORATION.
ARTICLE III
PURPOSES
The purposes of which the CORPORATION is organized are:
A. To purchase, receive by way of gift, subscribe for, invest in, and
in all other ways acquire, import, lease, possess, maintain, handle on
consignment, own, hold for investment or otherwise, use, enjoy, exercise,
operate, manage, conduct, perform, make, borrow, contract in respect of, trade
and deal in, sell, exchange, let, land, export, mortgage, pledge, deed in trust,
hypothecate, encumber, transfer, assign and in all other ways dispose of,
design, develop, invent, improve, equip, repair, alter, fabricate, assemble,
build, construct, operate, manufacture, plant, cultivate, produce, market and in
all other ways (whether like or unlike any of the foregoing), deal in and with
property of every kind and character, real, personal, or mixed, tangible or
intangible, wherever situated and however held, including, but not limited to,
money, credits, choses in action, securities, stocks, bonds, warrants, script,
certificates, debentures, mortgages, notes, commercial paper, and other
obligations and evidences of indebtedness any government or subdivision or
agency thereof, documents of title and accompanying rights, and every other kind
and character of personal property, real property (improved and unimproved), and
the products and avails thereof, and every character of interest therein and
appurtenance thereto, including, but not limited to, mineral, oil, gas and water
rights, all or any part of any going business and its incidents, franchises,
subsidies, characters, concessions, grants, rights, powers, or privileges,
granted or conferred by any government or subdivision or agency thereof, and any
interest in or
1
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part of any of the foregoing, and to exercise in respect thereof all of the
rights, powers, privileges, and immunities of individual owners or holders
thereof.
B. To establish, maintain and conduct any sales, service or
merchandising business in all aspects for the purpose of selling, purchasing,
licensing, renting, leasing, operating, franchising, and otherwise dealing with
personal services, instruments, machines, appliances, inventions, trademarks,
tradenames, patents, privileges, processes, improvements, copyright and personal
property of all kinds and descriptions.
C. To serve as manager, consultant, representative, agent or advisor
for other persons, associations, corporations, partnerships and firms.
D. To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, sell, convey, mortgage , pledge,
lease, exchange, transfer and otherwise dispose of liens, real estate, real
property, chattles real and estates, interests, and rights and equities of all
kinds of lands; and to engage in the business of managing, supervising and
operating real property, buildings and structures to negotiate and consummate
for itself or for others leases with respect to such properties, to enter into
contracts and arrangements either as principal or as agent for the maintenance,
repair and improvement of any property managed, supervised, or operated by the
CORPORATION; to engage in and conduct or authorize, license and permit others to
engage in and conduct any business or activity incident, necessary, advisable or
advantageous to the ownership of property, buildings, and the structures,
managed, supervised or operated by the CORPORATION.
E. To enter into or become an associate, member, shareholder, or
partner in any firm, association, partnership (whether limited, general or
otherwise), company, joint stock company, syndicate or corporation, domestic or
foreign, formed or to be formed to accomplish any lawful purpose, and to allow
or cause the title to any estate, right or interest in any property (whether
real, personal or mixed), owned, acquired, controlled, or operated by or in
which the CORPORATION has an interest, to remain or be vested or registered in
the name of or operated by any firm, association, partnership (whether limited,
general or otherwise), company, joint stock company, syndicate, or corporation,
domestic or foreign, formed to accomplish any of the purposes enumerated herein.
F. To acquire the goodwill, rights, assets and property, and to
undertake to assume the whole, or any part of, the obligations for liabilities
of any person, firm, association or corporation.
G. To hire and employ agents, servants, and employees, to enter into
agreements of employment and collective bargaining agreements, and to act as
agent, contractor, factor, or otherwise, either alone or in company with others.
H. To promote or aid in any manner, financially or otherwise, any
person, firm, association, or corporation, including its employees, officers and
directors, if such aid reasonably may be expected to benefit, directly or
indirectly, the CORPORATION.
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I. To let concessions to others to do any of the things that this
CORPORATION is empowered to do, and to enter into, make, perform, and carry out,
contracts and arrangements of every kind and character with any person, firm,
association, or corporation, or any government or subdivision or agency thereof.
J. To carry on any business whatsoever that this CORPORATION may deem
proper or convenient in connection with any of the foregoing purposes or
otherwise, or that it may deem calculated, directly or indirectly, to improve
the interest of this CORPORATION, and to have and to exercise all powers
conferred by the laws of the State of Delaware on corporations formed under the
laws pursuant to which and under which this CORPORATION is formed, an such laws
are now in effect or may at any time hereafter be amended, and to do any and all
things hereinabove set forth to the same extent and as fully as natural persons
might or could do, either along or in connection with other persons, firms,
associations, or corporations, and in any part of the world.
K. To transact any business and to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware, as amended, or which may be authorized in the future amendment
thereto.
L. The forgoing statement of purposes shall be construed an a statement
of both purposes and powers, shall be liberally construed in aid of the powers
of this CORPORATION, and the powers and purposes stated in each clause shall
not, except where otherwise stated, be limited or restricted by any term or
provision of any other clause, and shall be regarded not only as independent
purposes, but the purposes and powers stated shall be construed distributively
as each object expressed, and the enumeration as to specific powers shall not be
construed as to limit in any manner the aforesaid general powers, but are in
furtherance of, and in addition to and not in limitation of said general powers.
ARTICLE IV
SHARES OF STOCK
The total number of shares of stock which the CORPORATION shall have
authority to issue is One Billion (1,000,000,000) shares of Common Stock, and
Ten Million (10,000,000) shares of Preferred. Stock. The par value of each of
such shares is ($0.00001) amounting in the aggregate to Ten Thousand One Hundred
Dollars ($10,000.00).
ARTICLE V
INCORPORATOR
The name and mailing address of the Incorporator of the CORPORATION is
as follows:
Name Address
---- -------
Timothy P. Halter 7441 Marvin D. Love Frwy., Suite 2000
Dallas, Texas 75237
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ARTICLE VI
DIRECTORS
The name and mailing address of each person who is to serve as a
director of the CORPORATION until the first annual meeting of the shareholders
of the CORPORATION or until their successor is elected and qualified is as
follows:
Name Address
---- -------
Albert Ray Allison, III 730 N. Post Oak Lane
Suite 400
Houston, Texas 77024
Gerald Hamman Arnold 730 N. Post Oak Lane
Suite 400
Houston, Texas 77024
ARTICLE VII
DURATION
The period of duration of the CORPORATION is perpetual.
ARTICLE VIII
ELECTION OF DIRECTORS
Elections of directors of the CORPORATION need not be by written ballot
unless the By-Laws of the CORPORATION shall so provide.
ARTICLE IX
MEETINGS OF THE SHAREHOLDERS
Meetings of shareholders of the CORPORATION may be held within or
without the State of Delaware, as the By-Laws of the CORPORATION may provide.
ARTICLE X
AMENDMENTS
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 the Delaware statutes, and all rights conferred upon
shareholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the President as hereinbefore named, pursuant to
the General Corporation Law of the State of Delaware, does make this
certificate, hereby declaring
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and certifying that this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this 18th day of August 1989.
/s/ Albert Ray Allison, III
-------------------------------
Albert Ray Allison, III
President
Attached to by the Corporation's Secretary
/s/ Albert Ray Allison, III
-------------------------------
Albert Ray Allison, III
Secretary
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
DONNEBROOKE CORPORATION
Donnebrooke Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the Delaware General Corporation Law, DOES
HEREBY CERTIFY:
FIRST: The amendments to the Corporation's Certificate of Incorporation
as set forth in the following resolutions approved by the Corporation's Board of
Directors and Majority Shareholders was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
RESOLVED, that the Board of Directors and Majority Shareholders hereby
approve an amendment to the Corporation's Certificate of Incorporation to change
the name of the Corporation from Donnebrooke Corporation to "Virtual
Academics.com, Inc." pursuant to Section 242 of the Delaware General Corporation
Law by deleting Article 1 thereof and substituting the following, so that, as
amended, Article 1 shall read in its entirety:
"The name of the Corporation is "Virtual Academics.com, Inc."
; and be it further
RESOLVED, that the Certificate of Incorporation of Donnebrooke
Corporation be amended pursuant to Section 242 of the Delaware General
Corporation Law by deleting Article IV thereof and substituting the following,
so that, as amended, Article IV shall read in its entirety:
"The total number of shares of stock which this Corporation is
authorized to issue is eleven million (11,000,000) shares, of
which ten million (10,000,000) shall be Common Stock, par
value $.001 per share and one million (1,000,000) shares shall
be Preferred Stock, par value $.001 per share. Series of the
Preferred Stock may be created and issued from time to time
with such designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights,
including voting rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the creation and
issuance of such series of Preferred Stock as adopted by the
Board of Directors pursuant to the authority in this paragraph
given."
; and be it further
RESOLVED, that the Corporation shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as may be
amended from time to time, any director or officer of the Corporation who is a
party or who is threatened to be made a party to any proceeding which is a
threatened, pending or completed action or suit brought against said officer or
director in his official capacity. The Corporation shall not indemnify any
director or
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officer in any action or suit, threatened, pending or completed, brought by him
against the Corporation, in the event the officer or director is not the
prevailing party. Indemnification of any other persons, such as employees or
agents of the Corporation, or serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall be determined in the sole and
absolute discretion of the Board of Directors of the Corporation.
SECOND: That in lieu of a meeting and vote of stockholders, the holders
of outstanding shares of Common Stock having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted have given
their written consent to said amendment in accordance with the provisions of
Section 228 of the Delaware General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendments were duly adopted in accordance
with Section 242 and Section 228 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Donnebrooke Corporation, has caused this
Certificate of Amendment to the Certificate of Incorporation to be signed by
Steven Bettinger, its President, and attested to by Robert Bettinger, its
Secretary, and the seal of the Corporation has been duly affixed hereto, this
16th day of December, 1999.
DONNEBROOKE CORPORATION
By: /s/ Steven M. Bettinger
-----------------------------------
Steven M. Bettinger, President
ATTEST:
/s/ Robert K. Bettinger
-------------------------------------
Robert K. Bettinger, Secretary
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