Exhibit 3.1
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 03:27 PM 03/26/2007 |
| | FILED 03:17 PM 03/26/2007 |
| | SRV 070360586 - 4324016 |
| | |
CERTIFICATE OF INCORPORATION
OF
INTERNET MEDIA SERVICES, INC.
ARTICLE 1 – NAME. The name of this Corporation is Internet Media Services, Inc.
ARTICLE 2 – REGISTERED OFFICE AND REGISTERED AGENT. The registered office in the State of Delaware is to be located at 9 East Loockerman Street, Suite 3A, in the city of Dover, County of Kent, Zip Code 19901. The registered agent in charge thereof is Spiegel & Utrera, P.A.
ARTICLE 3 – PURPOSE. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporations Law of Delaware.
ARTICLE 4 – CORPORATE CAPITIALIZATION. The amount of the total stock of this corporation is authorized to issue is 3,000 shares with a par value of $5.00 per share. All holders of shares of common stock shall be identical with each other in every respect.
ARTICLE 5 – INCORPORATOR. The name and mailing address of the incorporator is Elsie Sanchez, 9 East Loockerman Street, Suite 3A, Dover, Delaware 19901.
ARTICLE 6 – INDEMNIFICATION. The corporation shall have the power to indemnify any person to the full extent permitted by Title 8, section 145 of the Delaware code. A copy of the Indemnification Agreement, if any, is on file at the principal office of the Corporation.
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 26 March 2007.
| | /s/ Elise Sanchez |
| | Elsie Sanchez, Incorporator |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Internet Media Services, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Four (4)” so that, as amended, said Article shall be and read as follows:
The amount of the total preferred stock of this corporation is authorized to issue is 10,000,000 shares with a par value of $.001 per share.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8th day of April, 2010
| | By:/s/ Raymond Meyers |
| | Authorized Officer |
| | |
| | Title: President |
| | |
| | Name: Raymond Meyers |
| | Print or Type |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Internet Media Services, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Four (4)” so that, as amended, said Article shall be and read as follows:
The amount of the total stock of this corporation is authorized to issue is 25,000,000 shares with a par value of $.001 per share. All holders of shares of common stock shall be identical with each other in every aspect.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 23rd day of September, 2009.
| | By:/s/ Raymond Meyers |
| | Authorized Officer |
| | |
| | Title: President |
| | |
| | Name: Raymond Meyers Print or Type |
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 10:00AM 09/24/2009 | |
| FILED 10:00 AM 09/24/2009 | |
| SRV 090881204 - 4324016 FILE | |
| | |
