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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MIGRATEC-DELAWARE, INC.
The undersigned natural person, acting as an incorporator of a
corporation under the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:
ARTICLE I
NAME
The name of the corporation is MigraTEC, Inc. (the "Corporation").
ARTICLE II
DURATION
The Corporation is to have perpetual existence.
ARTICLE III
PURPOSE
The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized under
the General Corporation Law of the State of Delaware.
ARTICLE IV
CAPITALIZATION
Section 1. The aggregate number of shares of stock which the
Corporation shall have authority to issue is Two Hundred Fifty Million
(250,000,000) shares, of which Two Hundred Million (200,000,000) shall be shares
of common stock, par value $0.001 per share (the "Common Stock"), and Fifty
Million (50,000,000) shares shall be shares of preferred stock, par value $0.001
per share (the "Preferred Stock"). The shares designated as common stock shall
have identical rights and privileges in every respect.
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Section 2. Shares of Preferred Stock may be issued from time to time in
one or more series, each of which is to have a distinctive serial designation as
determined in the resolution or resolutions of the Board of Directors providing
for the issuance of such Preferred Stock from time to time.
Section 3. Each series of Preferred Stock:
(a) may have such number of shares;
(b) may have such voting powers or may be without voting powers;
(c) may be subject to redemption at such time or times and at such
price;
(d) may be entitled to receive dividends (which may be cumulative
or noncumulative) at such rate or rates, or such conditions,
from such date or dates, and at such times, and payable in
preference to, or in such relation to, the dividends payable
on any other class or classes or series of stock;
(e) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(f) may be made convertible into, or exchangeable for, shares of
any other class or classes, or of any other series of the same
class or of any other class or classes, of stock of the
Corporation at such price or prices or at such rates of
exchange, and with adjustments;
(g) may be entitled to the benefit of a sinking fund or purchase
fund to be applied to the purchase or redemption of shares of
such series in such amount or amounts;
(h) may be entitled to the benefit of conditions and restrictions
upon the creation of indebtedness of the Corporation or any
subsidiary, upon the issuance of any additional stock
(including additional shares of such series or of any other
series) and upon the payment of dividends or the making of
other distributions on, and the purchase, redemption or other
acquisition by the Corporation of stock of any class; and
(i) may have such other relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof;
as in such instance is stated in the resolution or resolutions of the Board of
Directors providing for the issuance of such Preferred Stock. Except where
otherwise set forth in such resolution or resolutions the number of shares
comprising such series may be increased or decreased (but not below the number
of shares then outstanding) from time to time by like action of the Board of
Directors.
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Section 4. Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or otherwise) or
purchased by the Corporation, or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of any other class or
classes will, after the filing of a proper certificate with the Delaware
Secretary of State, have the status of authorized but unissued shares of
Preferred Stock and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series of
Preferred Stock created by resolution or resolutions of the Board of Directors
or as part of any other series of Preferred Stock, all subject to the conditions
or restrictions on issuance set forth in the resolution or resolutions adopted
by the Board of Directors providing for the issuance of any series of Preferred
Stock and to any filing required by law.
Section 5. (a) Except as otherwise provided by law or by the resolution
or resolutions adopted by the Board of Directors providing for the issuance of
any series of Preferred Stock, Common Stock will have the exclusive right to
vote for the election of directors and for all other purposes. Each holder of
Common Stock will be entitled to one vote for each share held.
(b) Subject to all of the rights of Preferred Stock or any series
thereof, the holders of Common Stock will be entitled to receive, when, as and
if declared by the Board of Directors, out of funds legally available therefor,
dividends payable in cash, in stock or otherwise.
(c) Upon any liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, and subject to the rights of the holders of
Preferred Stock, the remaining net assets of the Corporation will be distributed
pro rata to the holders of Common Stock in accordance with their respective
rights and interests.
ARTICLE V
DENIAL OF PREEMPTIVE RIGHTS
Except as may be set forth in a written agreement executed by an
authorized representative of the Corporation, no stockholder of the Corporation
or other person shall have any preemptive right to purchase or subscribe to any
shares of any class or any notes, debentures, options, warrants or other
securities, now or hereafter authorized.
ARTICLE VI
NONCUMULATIVE VOTING
Directors shall be elected by plurality vote. No stockholder of the
Corporation shall have the right to cumulate his votes in the election of
directors.
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ARTICLE VII
REGISTERED OFFICE, AGENT
The registered office of the Corporation is to be located at 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, and its registered
agent at such address is The Corporation Trust Company.
ARTICLE VIII
INITIAL DIRECTORS
The number of directors constituting the initial Board of Directors is
five (5) and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders, or until their
successor or successors are elected and qualified are:
W. Curtis Overstreet Kevin C. Howe
11494 Luna Road, Suite 100 11494 Luna Road, Suite 100
Dallas, Texas 75232 Dallas, Texas 75232
Richard A. Gray, Jr. Drew R. Johnson
11494 Luna Road, Suite 100 11494 Luna Road, Suite 100
Dallas, Texas 75232 Dallas, Texas 75232
Deane C. Watson, Jr.
11494 Luna Road, Suite 100
Dallas, Texas 75232
ARTICLE IX
DIRECTOR LIABILITY
To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
amendment of this Article IX by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any limitation on the personal
liability of any director of the Corporation at the time of such repeal or
amendment.
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ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding (whether
or not by or in the right of the Corporation), by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another Corporation, partnership, joint venture, sole proprietorship, trust,
nonprofit entity, employee benefit plan or other enterprise, against all
judgments, penalties (including excise and similar taxes), fines, settlements
and expenses (including attorneys' fees and court costs) actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the fullest extent permitted by any applicable law, and such indemnity shall
inure to the benefit of the heirs, executors and administrators of any such
person so indemnified pursuant to this Article X. The right to indemnification
under this Article X shall be a contract right and shall include, with respect
to directors and officers, the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its disposition;
provided, however, that, if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director or officer in
advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article X or otherwise. The Corporation may, by action of its board of
directors, pay such expenses incurred by employees and agents of the Corporation
upon such terms as the board of directors deems appropriate. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article X
shall not be deemed exclusive of any other right to which those seeking
indemnification may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. Any repeal or amendment of this Article X by the stockholders of
the Corporation or by changes in applicable law shall, to the extent permitted
by applicable law, be prospective only, and not adversely affect the
indemnification of any person who may be indemnified at the time of such repeal
or amendment.
ARTICLE XI
BYLAWS
In furtherance of and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.
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ARTICLE XII
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws
of the Corporation shall so provide.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is:
T. Ulrich Brechbuhl
11494 Luna Road, Suite 100
Dallas, Texas 75232
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 the act and deed of the undersigned and the facts stated herein are
true, and accordingly the undersigned has hereunto set his hand this 8th day of
August, 2000.
/s/ T. ULRICH BRECHBUHL
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T. Ulrich Brechbuhl
Incorporator
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