Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
THE LGL 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 the corporation is The LGL Group, Inc. (the
"Corporation").
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 the objects and purposes
proposed to be transacted, promoted and carried on, are to do any lawful act or
thing for which a corporation may be organized under the General Corporation Law
of the State of Delaware.
FOURTH The aggregate number of shares of stock that the Corporation
shall have authority to issue is Ten Million (10,000,000) shares of Common
Stock, $0.01 par value per share.
FIFTH The name and the mailing address of the incorporator are as
follows:
Kenneth S. Mantel
Olshan Grundman Frome Rosenzweig & Wolosky
LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
SIXTH The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
same may be amended and supplemented. Any repeal or modification of this Article
SIXTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation with respect to events
occurring prior to the time of such repeal or modification.
SEVENTH 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, and the indemnification provided for herein shall not be deemed
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exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such offices, and 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 person.
EIGHTH The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, subject to the limitations set forth in this
Certificate of Incorporation and in the manner now or hereafter provided herein
by statue, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as amended
are granted subject to the rights reserved in this Article EIGHTH.
NINTH The Corporation hereby confers the power to adopt, amend or
repeal its By-Laws upon the Board of Directors. Notwithstanding the forgoing,
such power shall not divest or limit the power of the stockholders of the
Corporation to adopt, amend or repeal the By-Laws of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of July
2007.
/s/ Kenneth S. Mantel
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Kenneth S. Mantel, Incorporator
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
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