Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
EPOCH HOLDING CORPORATION
Pursuant to Section 102 of the General Corporation Law of the
State of Delaware
_____________________________________________________________
The undersigned, in order to form a corporation pursuant to Section
102 of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: The name of the corporation is Epoch Holding Corporation
(the "Corporation").
SECOND: The address of the registered office of the Company in
the State of Delaware is c/o National Registered Agents, Inc., 9 East
Loockerman Street, Suite 1B, Dover, Delaware 19901, County of Kent.
THIRD: 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 the State of Delaware.
FOURTH: The total number of shares which the Corporation shall
have authority to issue is 61,000,000 shares of capital stock consisting of
60,000,000 shares of common stock, $0.01 par value per share (the "Common
Stock"); and 1,000,000 shares of preferred stock, $1.00 par value per share
(the "Preferred Stock").
Authority is hereby vested in the Board of Directors of the
Corporation to provide for the issuance of shares of Preferred Stock and in
connection therewith to fix by resolution providing for the issue of such
class, the number of shares to be included and such of the preferences and
relative participating, optional or other special rights and limitations of
such class, including, without limitation, dividends, voting rights, rights
of redemption, or conversion into Common Stock, to the fullest extent now
or hereafter permitted by the Delaware General Corporation Law.
FIFTH: The name and mailing address of the Incorporator is as
follows:
Name Address
Tina Fleischmann J Net Enterprises, Inc.
3900 Dallas Parkway #340
Plano, Texas 75093
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The Corporation expressly elects not to be subject to
the provisions of Section 203 of the Delaware General Corporation Law.
EIGHTH: The board of directors is expressly authorized to adopt,
amend or repeal the by-laws of the Corporation.
NINTH: Elections of directors need not be by written ballot
unless the by-laws of the Corporation shall otherwise provide.
TENTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its 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, or (iv) for any transaction from which the
director derived an improper personal benefit.
ELEVENTH: Except as may otherwise be specifically provided in
this Certificate of Incorporation, no provision of this Certificate of
Incorporation is intended by the corporation to be construed as limiting,
prohibiting, denying or abrogating any of the general or specific powers or
rights conferred under the General Corporation Law upon the Corporation,
upon its stockholders, bondholders and security holders, and upon its
directors, officers and other corporate personnel, including, in
particular, the power of the Corporation to furnish indemnification to
directors and officers in the capacities defined and prescribed by the
General Corporation Law and the defined and prescribed rights of said
persons to indemnification as the same are conferred under the General
Corporation Law. The Corporation shall, to the fullest extent permitted by
the laws of the State of Delaware, including, but not limited to Section
145 of the General Corporation Law, as the same may be amended and
supplemented, indemnify any and all directors and officers of the
Corporation and may, in the discretion of the board of directors, indemnify
any and all other persons whom it shall have power to indemnify under said
Section or otherwise under Delaware law from and against any and all of the
expenses, liabilities or other matters referred to or covered by said
Section. The indemnification provisions contained in the General
Corporation Law shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any by-law, agreement,
resolution of stockholders or disinterested directors, or otherwise, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall inure to
the benefit of the heirs, executors and administrators of such person.
TWELFTH: The number of directors constituting the Board of
Directors shall be determined by the Board of Directors, subject to the by-
laws of the Corporation. Any vacancy in the Board of Directors, whether
arising from death, resignation, removal (with or without cause), an
increase in the number of directors or any other cause, may be filled by
the vote of either a majority of the directors then in office, though less
than a quorum, or by the stockholders at the next annual meeting thereof or
at a special meeting called for such purpose. Stockholders may not apply
to request that the Delaware Court of Chancery summarily order an election
to be held to fill any vacancies in the Board of Directors whether or not,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
Board of Directors as constituted immediately prior to any such vacancy or
increase. Each director so elected shall hold office until the next
meeting of the stockholders in which the election of directors is
in the regular order of business and until his successor shall have been
elected and qualified.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of
November, 2004 and I affirm that the foregoing certificate is my act and
deed and that the facts stated herein are true.
/s/ Tina Fleischmann
______________________________
Tina Fleischmann, Incorporator
3900 Dallas Parkway #340
Plano, Texas 75093