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EXHIBIT 3.1
FILED
JUL 14 1989
CERTIFICATE OF INCORPORATION 10 AM
OF SECRETARY OF STATE
CXR CORP.
FIRST: The name of the Corporation is CXR Corp.
SECOND: The address of the Corporation's registered office in the state
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent at such
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: The total number of shares of stock which the Corporation shall
have authority to issue is fifteen million (15,000,000) and the par value of
each such share is One-Third of One Cent (1/3 cent) amounting in the
aggregate to Fifty Thousand Dollars ($50,000).
FIFTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this 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 modification of the foregoing provisions of this Article Fifth shall not
adversely affect any right or protection of a director of this corporation
existing at the time of such repeal or modification.
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating powers of the
Corporation and its directors and stockholders:
(a) The Board of Directors shall have the power to adopt, amend or
repeal bylaws of the Corporation.
b) Elections of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.
(c) The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, and to
merge, sell its assets and take other corporate action to the extent and in
the manner now or hereafter permitted or prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
SEVENTH: The name and mailing address of the incorporator is:
Gerald V. Niesar, 595 Market St., 16th Fl., San
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The undersigned incorporator hereby acknowledges that the foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.
/s/ Gerald V. Niesar
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