CERTIFICATE OF INCORPORATION
OF
ABATIX ENVIRONMENTAL SUPPLY CORP.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "General Corporation Law of the
State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation") is
ABATIX ENVIRONMENTAL SUPPLY CORP.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle; and the name of the
registered agent of the corporation in the State of Delaware is The
Corporation Trust Company.
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 of capital stock which the corporation
has authority to issue is as follows:
20,000,000 shares of Common Stock, $.001 par value per share.
2,000,000 shares of Preferred Stock, $1.00 par value per share.
The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Article FOURTH, to provide for the issuance of
the shares of Preferred Stock in series, and to establish from time to time
the number of shares to be included in each series, and to fix the
designation, powers, preferences and relative, participating, optional or
other special rights of the shares of each series and the qualifications,
limitations or restrictions thereof.
The authority of the Board with respect to each series of Preferred Stock
shall include, but not be limited to, determination of the following:
The number of shares constituting the series and the distinctive designation
of the series;
The dividend rate on the shares of the series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payments of dividends on shares of the series;
Whether the series will have voting rights, and, if so, the terms of the
voting rights;
Whether the series will have conversion privileges, and, if so, the terms and
conditions of the conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors determines;
Whether or not the shares of the series will be redeemable, and, if so, the
terms and conditions of redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates;
Whether the series shall have a sinking fund for the redemption or purchase
of shares of the series, and, if so, the terms and amount of the sinking fund;
The rights of the shares of the series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of the series; and
Any other relative terms, rights, preferences and limitations, if any, of the
series as the Board of Directors may lawfully fix under the laws of the State
of Delaware as in effect at the time of the creation of such series.
FIFTH: The name and the mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
James Schneider 700 Southeast Third Avenue, Suite 300
Fort Lauderdale, Florida 33316
SIXTH: The corporation is to have perpetual existence.
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SEVENTH: 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 of 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 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 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.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the Bylaws. The phrase "whole Board" and
the phrase "total number of directors" shall be deemed to have the same
meaning, to wit, the total number of directors which the corporation would
have if there were no vacancies. No election of directors need be by written
ballot.
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2. After the original or other Bylaws of the corporation have been adopted,
amended, or repealed, as the case may be, in accordance with the provisions
of Section 109 of the General Corporation Law of the State of Delaware, and,
after the corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the Bylaws of the corporation may be
exercised by the Board of Directors of the corporation; provided, however,
that any provision for the classification of directors of the corporation for
staggered terms pursuant to the provisions of subsection (d) of Section 141 of
the General Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of
the corporation unless provisions for such classification shall be set forth
in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class of
stock, each outstanding share shall entitle the holder thereof to notice of,
and the right to vote at, any meeting of stockholders. Whenever the
corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under
the provisions of the certificate of incorporation shall entitle the holder
thereof to the right to vote at any meeting of stockholders except as the
provisions of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require; provided,
that no share of any such class which is otherwise denied voting power shall
entitle the holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
NINTH: 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
the same may be amended and supplemented.
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TENTH: 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
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, 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 a person.
ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of
this Article ELEVENTH.
Signed on November 28, 1988.
By:/S/ JAMES SCHNEIDER
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James Schneider, Incorporator