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CERTIFICATE OF INCORPORATION
OF
GUARDIAN SECURITY & SAFETY PRODUCTS, INC.
ARTICLE
NAME
The name of the Corporation is GUARDIAN SECURITY & SAFETY PRODUCTS, INC.
ARTICLE
TERM OF EXISTENCE
The Corporation shall exist in perpetuity, from and after the date of
filing this Certificate of Incorporation with the Secretary of State of the
State of Delaware, unless sooner dissolved or disincorporated according to
law.
ARTICLE I
OBJECT, PURPOSES AND POWERS
Section 1. GENERAL OBJECTS AND PURPOSES. To engage in any lawful
activity as may from time to time be authorized by the Corporation's Board of
Directors, which is not prohibited by law or by these Articles of
Incorporation. To undertake such other activities as the Board of Directors
may deem reasonable or necessary in the furtherance of the general or specific
purposes and powers of the Corporation.
Section 2. GENERAL POWERS. Further, the Corporation shall have and may
exercise all the rights, powers and privileges now or hereafter conferred upon
Corporations organized under the laws of the State of Delaware and in addition
may do everything necessary, suitable, proper for, or incident to, the
accomplishment of any of these corporate purposes.
ARTICLE II
CAPITAL STOCK
Section 1. The total number of shares of capital stock which the
Corporation shall have authority to issue is one hundred million (100,000,000)
shares of common stock having a par value of $.001 each, and fifty million
(50,000,000) shares of preferred stock having a par value of $.01 each. All
or any part of the capital stock may be issued by the Corporation from time to
time and for such consideration and on such terms as may be determined and
fixed by the Board of Directors, without action of the stockholders, as
provided by law, unless the Board of Directors deems it advisable to obtain
the advice of the stockholders. Said stock may be issued for money, property,
services or other lawful considerations, and when issued shall be issued as
fully paid and non-assessable. The private property of stock holders shall
not be liable for Corporation debts.
Section 3. The preferences and relative participating optional or other
special rights and qualifications, limitations or restrictions of the common
stock of the Corporation are as follows:
(a) DIVIDENDS. Dividends may be paid upon the common stock, as and when
declared by the Board of Directors, out of funds of the Corporation legally
available therefor.
(b) PAYMENT ON LIQUIDATION. Upon any liquidation, dissolution and
termination of the Corporation, and after payment or setting aside of any
amount sufficient to provide for payment in full of all debts and liabilities
of, and other claims against the Corporation, the assets shall be distributed
pro rata to the holders of the common stock.
(c) VOTING RIGHTS. At any meeting of the stockholders of the
Corporation each holder of Common Stock shall be entitled to one vote for each
share outstanding in the name of such holder on the books of the Corporation
on the date fixed for determination of voting rights.
(d) MAJORITY VOTE. The stockholders, by vote or concurrence of a
majority of the outstanding shares of the Corporation entitled to vote on the
subject matter, may take any action which would otherwise require a two-
thirds (2/3) vote under the General Corporation Law of the State of Delaware.
(e) CUMULATIVE VOTING. Cumulative voting shall not be allowed in the
election of directors or for any other purpose.
(f) PREEMPTIVE RIGHTS. Unless otherwise determined by the Board of
Directors, no stockholder of the Corporation shall have preemptive rights to
subscribe for any additional shares of stock, or for other securities of any
class, or for rights, warrants or options to purchase stock for the scrip, or
for securities of any kind convertible into stock or carrying stock purchase
warrants or privileges.
(g) RESTRICTIONS ON SALE OR DISPOSITION. All lawful restrictions on the
sale or other disposition of shares may be placed upon all or a portion or
portions of the certificates evidencing the Corporation's shares.
Section 3. The preferred stock of the Corporation shall be issued in one
or more series as may be determined from time to time by the Board of
Directors. In establishing a series the Board of Directors shall give to it a
distinctive designation so as to distinguish it from the shares of all other
series and classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All shares of any one series
shall be alike in every particular. All series shall be alike except that
there may be variation as to the following: the rate of distribution, the
price at and the terms and conditions on which shares shall be redeemed, the
amount payable upon shares for distributions of any kind, sinking fund
provisions for the redemption of shares, and the terms and conditions on
which shares may be converted if the shares of any series are issued with the
privilege of conversion, and voting rights except as limited by law.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation in the
State of Delaware is American Incorporators Ltd., 1220 North Market Street,
Suite 606, Wilmington, Delaware 19801. The name of the initial registered
agent at such address is American Incorporators.
ARTICLE IV
DIRECTORS
Section 1. The business and affairs of this Corporation and the
management thereof shall be vested in a Board of Directors consisting of at
least one (1) but not more than ten (10) members. Directors need not be
stockholders of the Corporation. The persons, together with their addresses,
who shall act as Directors for the first year of existence of this Corporation
and until their successors shall be duly elected and qualified will be:
J. Andrew Moorer
P.O. Box 3463
11 Sundial Circle, Suite 17
Carefree, AZ 85377
Section 2. The number of directors may be increased or decreased from
time to time, within the limits stated above, by action of the majority of the
whole Board of Directors.
Section 3. The election of directors need not be by written ballot.
Section 4. The Board of Directors shall have the power to adopt, amend or
repeal the By-Laws of the Corporation.
ARTICLE V
INDEMNIFICATION AND LIABILITY OF DIRECTORS
Section 1. The Corporation shall indemnify to the fullest extent
authorized or permitted by law (as now or hereafter in effect) any person
made, or threatened to be made, a defendant or witness to any action, suit or
proceeding (whether civil or criminal or otherwise) by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the
request of the Corporation, is or was serving any other corporation,
partnership, joint venture, trust, employee benefit plan or enterprise, in any
capacity. Nothing contained herein shall affect any rights to indemnification
to which employees other than directors and officers may be entitled by law.
No amendment or repeal of this Section 1 of Article VII shall apply to or have
any effect on any right to indemnification provided hereunder with respect to
any acts or omissions occurring prior to such amendment or repeal.
Section 2. No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such a director as a director. Notwithstanding the
foregoing sentence, a director shall be liable to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the GCL, or (iv) for any transaction from which
such director derived an improper personal benefit. No amendment to or repeal
of this Section 2 of Article VII shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
Section 3. In furtherance and not in limitation of the powers conferred
by statute:
(a) the Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify against such liability under the provisions of law; and
(b) the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the fullest extent authorized or
permitted by law and including as part thereof provisions with respect to any
or all of the foregoing to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.
ARTICLE VI
INCORPORATORS
The name and address of the incorporator is:
American Incorporators Ltd.
1220 North Market Street, Suite 606
Wilmington, DE 15801
The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation.
IN WITNESS WHEREOF, I, the undersigned, being the Incorporator
hereinabove named, hereby acknowledge that the foregoing Certificate of
Incorporation is my act and deed, and do hereby further certify that the facts
hereinabove stated are truly set forth, and accordingly I have hereunto set my
hand this _____ day of ___________, 2000.
AMERICAN INCORPORATORS LTD.
By:____________________________
Name/Title:_____________________
STATE OF DELAWARE )
) ss.
COUNTY OF ___________ )
I, ____________________, a Notary Public, hereby certify that on the
_____ day of _______________, 2000, personally appeared before me
_____________ agent for American Incorporators Ltd., Incorporator, who, being
by me first duly sworn, severally declared that he/she was the person who
signed the foregoing document and that the statements therein contained are
true.
My commission expires:___________________
Notary Public: __________________________
[SEAL]
