Exhibit 3.1
COMPOSITE
CERTIFICATE OF INCORPORATION
of
JUHL ENERGY, INC.
(giving effect to all amendments through January 2, 2013)
The name of the Corporation is JUHL ENERGY, INC.
Its registered office in the State of Delaware is to be located at:
37046 Teal Ct.
Selbyville, DE 19975 Sussex County
The registered agent in charge thereof is Ms. Jennifer Hill.
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.
The amount of the total stock of this corporation is authorized to issue is:
Common Stock: One Hundred Million Shares (100,000,000) with a par value of $.0001.
Preferred Stock: Twenty Million Shares (20,000,000) with a par value of $.0001.
The Board of Directors of the Corporation is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors.
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director;provided, however, that the foregoing shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the Corporation or stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of the directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of this Article by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
I, the Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 6th day of January, A.D. 2006.
| By: | /s/ Cory Heitz |
| |
| Name: | Cory Heitz |
| |
