Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RELATIONSERVE, INC.
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RELATIONSERVE, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is Relationserve, Inc.
2. The date of the filing of the Corporation's original Certificate of
Incorporation with the Secretary of State was March 29, 2005.
3. This Amended and Restated Certificate of Incorporation has been duly
adopted by the Board of Directors with approval by the Corporation's
stockholders in accordance with Sections 228, 242 and 245 of the
Delaware General Corporation Law and the Board of Directors, with
the stockholders' approval, has resolved that the Certificate of
Incorporation of the Corporation be deleted and replaced in its
entirety with this Amended and Restated Certificate of
Incorporation.
4. The text of the Corporation's Amended and Restated Certificate of
Incorporation is set forth in full on EXHIBIT A annexed hereto.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed on this 29th day of August
2005.
RELATIONSERVE, INC.
By: /s/ Danielle Karp
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Name: Danielle Karp
Title: President, Secretary,
Sole Director
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Exhibit A
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FIRST: The name of this Corporation is RelationServe Media, 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 NUMBERS OF SHARES. The total number of shares
of stock which the Corporation shall have authority to issue is one-hundred
million (100,000,000). The Classes and aggregate number of shares of each class
which the Corporation shall have authority to issue are as follows:
1. Ninety million (90,000,000) shares of Common Stock, par value
$0.001 per share (the "Common Stock"); and
2. Ten million (10,000,000) shares of Preferred Stock, par value
$0.001 per share (the "Preferred Stock"); and
(i) BLANK CHECK POWERS. The Corporation may issue any class of
the 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 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
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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
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.
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