The | ||
J'Irst | ||
De[awar | State | |
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e |
IET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "COMPLIANCE SYSTEMS CORPORATION", FILED IN THIS OFFICE ON THE SEVENTH DAY OF NOVEMBER, A.D. 2002, AT 12 O'CLOCK P.M.
COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
3588621 8100 | dz | |||
Harriet Smith Windsor,Secretaryof | ||||
State | ||||
020687644 | ||||
AUTHENTICATION: | 2077169 | |||
DATE: 11-07-02 |
Deb~ire |
PAGE 1 |
Tile J'Irst 5tate
I~ HARRIET SMITH WINDSOR, SECRETARYOF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "COMPLIANCE SYSTEMS CORPORATION" IS
SAID "COMPLIANCE DULY INCORPORATED UNDER THE LAWS OF THE STATE OF SEVENTH DAY OF DELAWARE AND IS
IN GOOD STANDING AND HAS A LEGAL CORPORATE
EXISTENCE SO FAR AS
THE FRANCHISE TAXES |
THE RECORDS OF THIS OFFICE SHOW, AS OF THE
THIRTEENTH DAY OF
NOVEMBER, A.D. 2002. |
AND I DO HEREBY FURTHER CERTIFY THAT THE
SYSTEMS CORPORATION" WAS INCORPORATED ON THE NOVEMBER, A.D. 2002.
HAVE NOT BEEN ASSESSED |
TO DATE. |
3588621 8300 | Harriet Smith Windsor, Secretary of State | |
020700539 | ||
AUTHENTICATION: | ||
2088235 | ||
DATE: 11-13-02 |
STATE OF DELAWARE SECRETARY OFSTATE DIVISION OFCORPORATIONS FILED 12:00 PM 11/07/2002 |
020687644-3588621 |
CERTIFICATE OFINCORPORATION
OF
COMPLIANCE SYSTEMS CORPORATION
1. | Thenameof thecorporationis COMPLIANCE SYSTEMS CORPORATION |
2. | l'he address of its registeredoffice inthe State of Delaware is615South |
DuPont Highway, in the City of Dover,Countyof Kent. Thenameofits registeredagent at suchaddressis NationalCorporate Research, Ltd.
3. The nature ofthebusinessorpurposestobe conductedorpromoted isto engage manylawfulact or activity for whichcorporations maybeorganized underthe General Corporation Law ofDelaware.
4.Theaggregate numberofshareswhich thecorporation shallhavetheauthority to issue isFortyMillion (40,000,000) shares, ofwhichFifteenMillion (15,000,000) shares shall be designatedas Class A Common Stock ("Class A Common Stock"), par value$.001pershare, and ofwhichTwenty FiveMillion(25,000,000) sharesshall be designatedas Class B Common Stock ("Class B Common Stock"), par value $.001 per share (the Class A Common Stock and Class B Common Stock, collectively, the "Common Stock"). The relative rights,preferences and limitationsof the shares ofeachclass ofCommonStock are:
flividendsThe holders ofoutstandingCommon Stockshallbeentitled toreceive a dividend whenand as declaredby theBoardofDirectorsof the
Corporation.The holders of the Common Stockshall participate equally per share in any dividend distributionwithoutdistinctionbetween theclasses.
Voting.Onlythe holders of Class A Common Stock shall have the righttovote. The holders of Class B Common Stockshallnot have theright tovote.
Liquidation.In the event ofany liquidation,dissolution, or winding-up of theCorporation,the holders of the Common Stockshallparticipate equallyper share in any distribution to shareholderswithout distinction between the classes.
the corporation. |
6. Thename andmailing address of the soleincorporatoris Beth S.Barash,Esq., doTodtman,Nachatnie, Spizz & Johns, P.C.,425Park Avenue,NewYork, New York 10022.
7. The personalliabilityof thedirectorsofthe corporationis herebyeliminatedto the fullest extent permitted by the provisions ofparagraph (7)of subsection (b) of *102 of the Delaware General Corporation Law. If the Delaware General CorporationLawis hereafteramendedto authorize the further elimination or limitation of the liability of adirector,then theliabilityof a director of the corporation shall beeliminatedorlimitedto thefullestextentpermittedby the Delaware General CorporationLaw, asso amended.
8. Thecorporation,to the fullestextent permittedby the provisions of §145 of the DelawareGeneralCorporation Law, as the samemaybe amended and supplemented, shallindemnifyeachpersonwho is orwasan officer ordirectorof thecorporation and may indemnify any and allotherpersonswhom itshallhavepowertoindemnify undersaid section fromandagainstany and allof theexpenses,liabilities, or othermattersreferred to in or covered by saidsection, andthe indemnification provided forhereinshall not bedeemedexclusive ofanyotherrights towhich thoseindemnified maybeentitledunderanyby-law, agreement, vote of stockholders or disinterested directors or otherwise,bothas to action in his officialcapacity andas toactionin another capacity while holding suchoffice,and shallcontinue as to a person who has ceased to be adirectoror officer and shallinureto the benefit of the heirs, executors,and alministratorsof such a person.
I, THE UNDERSIGNED, being the incorporator hereinbeforename4,for thepurposeofformingacorporation pursuanttotheGeneral Corporation Law of the State
of Delaware, havehereunto setmyhand this5thdayof November 2002.
1sfBethS.Barash
Beth S.BarashSole Incorporator
157983