Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
GLOBALOPTIONS GROUP, INC.
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The undersigned, being the sole incorporator herein named for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does hereby certify that:
FIRST: The name of this Corporation is GLOBALOPTIONS GROUP, INC.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 615 South
DuPont Highway, Dover, Delaware 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
National Corporate Research, Ltd.
THIRD: The nature of the business and of the purposes to be conducted and
promoted by the Corporation is to conduct any lawful business, to promote any
lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
FOURTH: A. CLASSES AND NUMBER OF SHARES. The aggregate number of shares of
stock that the Corporation shall have authority to issue is one hundred fifteen
million (115,000,000). The Classes and aggregate number of shares of each class
which the Corporation shall have authority to issue are as follows:
1. One hundred million (100,000,000) shares of common stock, par
value $0.001 per share (the "Common Stock"); and
2. Fifteen million (15,000,000) shares of preferred stock, par value
$0.001 per share (the "Preferred Stock"); and
B. PREFERRED STOCK; BLANK CHECK POWERS. The Corporation may issue any
class of Preferred Stock in any series. The Board of Directors shall have
authority to establish and designate series, and to fix the number of shares
included in each such series and the variations in the relative rights,
preferences and limitations as between series, provided that, if the stated
dividends and amounts payable on liquidation are not paid in full, the shares of
all series of the same class shall share ratably in the payment of dividends
including accumulations, if any, in accordance with the sums which would be
payable on such shares if all dividends were declared and paid in full, and in
any distribution of assets other than by way of dividends in accordance with the
sums which would be payable on such distribution if all sums payable were
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discharged in full. Shares of each such series when issued shall be designated
to distinguish the shares of each series from shares of all other series.
FIFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders, of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders, of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
SIXTH: The original By-Laws of the Corporation shall be adopted by the
incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and
to adopt any new By-Law, shall be vested in the Board of Directors.
SEVENTH: To the fullest extent that the General Corporation Law of the
State of Delaware, as it exists on the date hereof or as it may hereafter be
amended, permits the limitation or elimination of the liability of directors, no
director of this Corporation shall be personally liable to this Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Notwithstanding the foregoing, a director shall be liable to the
extent provided by applicable law: (1) for any breach of the directors' duty of
loyalty to the Corporation or its stockholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) under section 174 of the General Corporation Law of the State of
Delaware; or (4) for any transaction from which the director derived any
improper personal benefit. Neither the amendment or repeal of this Article, nor
the adoption of any provision of this Certificate of Incorporation inconsistent
with this Article, shall adversely affect any right or protection of a director
of the Corporation existing at the time of such amendment or repeal.
EIGHTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section. The
Corporation shall advance expenses to the fullest extent permitted by said
section. Such right to indemnification and advancement of expenses shall
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continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person. The indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of November,
2006.
/s/ Steven A. Hensley
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Steven A. Hensley, Sole Incorporator
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
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