Exhibit 3.01
CERTIFICATE OF INCORPORATION
OF
VALUERICH, INC.
FIRST: The name of the corporation is: ValueRich, Inc.
SECOND: The address of its registered office in the State of Delaware
is to be located at The Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address 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 Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is ONE HUNDRED MILLION (100,000,000) shares of Common
Stock, par value $.01 per share (the "Common Stock"), and TEN MILLION
(10,000,000) shares of Preferred Stock, par value $.001 per share (the
"Preferred Stock").
The Preferred Stock of the corporation shall be issued by the Board of
Directors of the corporation in one or more classes or one or more series within
any class and such classes or series shall have such voting powers, full or
limited, or no voting powers, and such designations, preferences, limitations or
restrictions as the Board of Directors of the corporation may determine, from
time to time.
The holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders (and written actions in lieu of meetings).
There shall be no cumulative voting.
Shares of Common Stock and Preferred Stock may be issued from time to
time as the Board of Directors shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.
FIFTH: The name and mailing address of the sole incorporator is as
follows:
NAME MAILING ADDRESS
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Hank Gracin Lehman & Eilen LLP
20283 State Road 7, Suite 300
Boca Raton, FL 33498
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the corporation.
SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the corporation may
be kept (subject to any provisions contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-laws of the corporation. Elections of
directors need not be by written ballot unless the By-laws of the corporation
shall so provide.
EIGHTH: 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 General Corporation Law
or on the application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8 of
the Delaware General Corporation Law 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 a 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.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TENTH: The corporation shall to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, as the same may be amended or
supplemented, or by any successor thereto, indemnify and reimburse any and all
persons whom it shall have the 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. Notwithstanding the foregoing, the
indemnification provided for in this Article TENTH shall not be deemed exclusive
of any other rights to which those entitled to receive indemnification or
reimbursement hereunder may be entitled under any By-law of the corporation,
agreement, vote of stockholders or disinterested directors or otherwise.
ELEVENTH: No director of this corporation shall be personally liable to
the corporation or any of its stockholders for monetary damages for breach of a
fiduciary duty as a director, except for liability (i) for any breach of a
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 Delaware General
Corporation Law as the same exists or hereafter may be amended or (iv) for any
transaction from which the director derived an improper benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then liability of a
director of the corporation, in addition to limitation on personal liability
2
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of directors of the
corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, hereby declare and certify the facts herein stated are true,
and accordingly have hereunto set my hand this 3rd day of March, 2006.
/s/ Hank Gracin
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Hank Gracin