CERTIFICATE OF INCORPORATION
of
DAVID NORTH & ASSOCIATES, INC.
Under Section 402 of the Business Corporation Law
The undersigned, a natural person over the age of twenty-one (21) years for
the purpose of forming a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York does hereby certify as
follows:
FIRST: The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
SECOND: The purposes for which this corporation is formed are as follows:
To act as public relations and research counselors and promotion,
merchandising and industrial counselors and business consultants, and in
connection therewith to render management, negotiation, research, technical and
advisory services to persons, firms, corporations and others in connection with
their relations with associates, stockholders, governmental officials and
agencies, and the general public and any person or special group.
To serve in an advisory, managerial and consultative capacity to
corporations, associations, partnerships, individuals and others, and to
establish and maintain bureaus, departments and laboratories for industrial,
financial, statistical, inventory and other research work, and to engage
generally in the business of providing, promoting and establishing systems,
methods and controls for industrial and managerial and operations.
To investigate systems, methods and controls of manufacturing, plant
operations, packing, storing, shipping, marketing, inventories, accounting and
other integral operations to any and all types of businesses and to make
recommendations, revise, adapt, modernize and establish economies to effect
industrial and managerial efficiency and in connection therewith to take over
the entire operation and business of any type of industry or other forms of
endeavor and to do all such things and to perform all such services as may be
necessary to carry out the foregoing purposes.
To devise, develop, create, inaugurate and contract for the establishment,
installation and sale and rental of systems, methods and controls for efficient
operation and management of industrial manufacturing, mercantile, commercial or
other business concerns, firms, partnerships, associations and corporations and
to provide, make available and furnish maintenance and supervision.
So far as authorized by the law under which this certificate is drawn; to
examine and inspect the books and accounts of others, to devise and install
financial checking, correspondence, filing and other office and business
systems; to take inventories, make appraisals, to compile statistics as an aid
to the officers of the corporations and other persons in the making of reports
and statements; to do all such things and perform or supply all such services as
are commonly done, performed or supplied by business management experts; to
warrant the accuracy of the work done or services performed by it, but not to
engage in the practice of accounting.
To carry on a general investment and management advisory business relating
to investments and the operation of business, plants, properties, real and
personal property of every kind, in the United States and foreign
countries, subject to the applicable laws thereof.
To maintain executive and operating personnel for the purpose of advising
and assisting others in all matters relating to investments and the management
and operation of business and other properties of every kind.
To furnish business investment and management plans and programs, to
formulate policies and
2.
generally to advise and assist others, under contract or otherwise, in the
management of their businesses, plants, properties and investments.
To buy and sell on its own behalf and on behalf of others in connection
with the operation, management and development of individual and corporate
businesses, projects and developments.
To conduct research and to investigate businesses and enterprises of every
kind and description throughout the world in order to secure information and
data for capital investment, both for its own account and as agent for others.
To engage in capital ventures and business enterprises of the kind herein
set forth, whether as a promoter, partner, member, or associate, or as a manager
of such enterprises.
To engage in consultant and advisory work in connection with the
organization, financing, management, operation and reorganization of industrial
and commercial enterprises.
To manage and to provide management for and supervise all or part of any
and every kind of investment or business enterprise, and to contract or arrange
with any corporation, association, partnership or individual for the management,
conduct, operation and supervision of all kinds of investments and businesses.
To advertise, promote, merchandise and otherwise purvey the services
authorized herein; to negotiate and contract with respect to furnishing of the
same for or on behalf of any person, firm, or corporation, domestic or foreign;
to enter into and carry out agency or joint arrangements with other persons,
firms or corporations engaged in like or similar activities; and generally to
exploit the services and objects of the corporation by all lawful means.
To carry on and conduct a general agency business, to act, and to appoint
other to act as general agent, special agent, broker, factor, manufacturers'
3.
agent, purchasing agent, sales agent, distributing agent, representative and
commission merchant, for individuals, firms, associations, and corporations in
the distribution, delivery, purchase, and sale of goods, wares, merchandise,
property, commodities, and articles of commerce of every kind and description,
and in selling, promoting the sale of, advertising, and introducing, and
contracting for the sale, introduction, advertisement, and use of, services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.
To carry on and conduct a general agency business, to act, and to appoint
others to act, as general agent, special agent, broker, factor, manufacturers'
agent, purchasing agent, sales agent, distributing agent, representative and
commission merchant, for individuals, firms, associations, and corporations in
the distribution, delivery, purchase, and sale of goods, wares, merchandise,
property, commodities, and articles of commerce of every kind and description,
and in selling, promoting the sale of, advertising, and introducing, and
contracting for the sale, introduction, advertisement, and use of, services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.
To conduct the business of bringing to the attention of the public through
the press, magazines, pamphlets, and by other means, the characteristics,
ability, and other qualities tending to establish in the minds of the public the
character and ability of its subscribers, including men, women, corporations,
copartnerships, and of goods and wares manufactured and sold by subscribers; to
conduct a general advertising agency and press clipping bureau; to do all other
things commonly done by those engaged in the same business; to acquire all real
estate and plants necessary to carry out the above objects.
To design, write, prepare, place, publish, and display, in any manner,
advertisements and publicity devices and innovations of all kinds for itself or
for others; to print, publish, and distribute newspapers, books, pamphlets,
magazines, periodicals, handbills, pictures, cartoons, posters, display cards;
to arrange for the placing of advertisements in publications of all kinds; to do
bill posting; to manufacture, install, supply, maintain, and operate billboards,
signboards, and illuminated signs; to give or arrange for the giving of
demonstrations and exhibitions for advertising purposes; to supervise the
preparation and production of moving picture advertisements and publicity
devices; to supervise the preparation of radio and television advertisements and
publicity devices; to do a general advertising, press agency, and publicity
business
4.
in all its branches; and to make all contracts and do all things proper,
incidental, and conducive to the complete attainment of such purposes.
To do a general commission business and to accept consignments of
merchandise for sale upon commission; to act as selling agents for
manufacturers, merchants, and others; to purchase accounts, to finance products
of mills, manufacturers, or merchants, and to cash accounts and sales; to
provide office and sales forces for manufacturers, mills, and others; to buy and
sell all kinds of merchandise; and to act as factors generally.
To manage or administer as agent the business or Property of any
corporation, firm, or person, carrying on any authorized business, and to sell
or dispose of, receive and make disbursements for, or arrange for the management
or administration of the whole or any part of the business or property of any
corporation, firm, or person, and to act as agent, broker, consignee, or factor
of others in buying and selling all manner and kind of goods, and to make
contracts with others in reference to the handling and disposing of the same,
and to deliver goods on bills of lading in the name of this Corporation, to draw
drafts against such bills of lading, and to carry insurance in the name of this
Corporation on goods consigned for sale, and to develop and extend the business
interests of any corporation, firm, or person.
To aid in any manner any corporation, association, or trust estate,
domestic or foreign, or any firm or individual, any shares of stock in which or
any bonds, debentures, notes, securities, evidences of indebtedness, contracts,
or obligations of which are held by or for this Corporation, directly or
indirectly, or in which, or in the welfare of which, this Corporation shall have
any interest, and to do any acts designed to protect, preserve, improve, or
enhance the value of any property at any time held or controlled by it or in
which it may be at any time interested, directly or indirectly or through other
corporations or otherwise; and to organize or promote or facilitate the
organization of any corporation, association, partnership, syndicate, or entity,
domestic or foreign.
To export from and import into the United States of America and its
territories and possessions, and any and all foreign countries, as principal or
agent, merchandise of every kind and nature, and to purchase, sell, and deal in
and with, at wholesale and retail, merchandise of every kind and nature for
exportation from, and importation into the United States, and to and from all
countries foreign thereto,
5.
and for exportation from and importation into, any foreign country to and from
any other country foreign thereto, and to purchase and sell domestic and
foreign merchandise in domestic markets and domestic and foreign merchandise in
foreign markets, and to do a general foreign and domestic exporting and
importing business.
To take, buy, exchange, lease or otherwise acquire real estate and any
interest or right therein, and to hold, own, operate, control, maintain, manage
and develop the same and to construct, maintain, alter, manage and control
directly or through ownership of stock in any other corporation, any and all
kinds of buildings, stores, offices, warehouses, mills, shops, factories,
machinery and plants, and any and all other structures and erections which may
at any time be necessary, useful or advantageous for the purposes of this
corporation.
To sell, assign, and convey, lease or otherwise alienate or dispose of,
and to mortgage, or otherwise encumber the lands, buildings, real and personal
of the corporation wherever situated, and any and all legal and equitable
interests therein.
To purchase, sell, lease, manufacture, deal in and with every kind of
goods, wares and merchandise, and every kind of personal property, including
patents and patent rights, chattels, easements, privileges and franchises which
may lawfully be purchased, sold, produced or dealt in by corporations formed
under Section 402 of the Business Corporation Law.
To purchase, acquire hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and to issue
in exchange therefor its stocks, bonds or other obligations, and to exercise in
respect thereof all the rights, powers and privileges of individual owners,
including the right to vote thereon; and to aid in any manner permitted by law
any corporation of which any bonds or other securities or evidences of
indebtedness or stocks are held by this corporation, and to do any acts or
things designed to protect, preserve, improve or enhance the value of any such
bonds or other securities or evidence of indebtedness or stock.
The foregoing and following clauses shall be construed as objects and
powers in furtherance and not in limitation of the general powers conferred by
the laws
6.
of the State of New York; and it is hereby expressly provided that the foregoing
and following enumeration of specific powers shall not be held to limit or
restrict in any manner the powers of this corporation, and this corporation may
do all and everything necessary, suitable or proper for the accomplishment of
any of the purposes of objects hereinabove enumerated either alone or in
association with other corporations, firms, or individuals, to the same extent
and as fully as individuals might or could do as principals, agents, contractors
or otherwise.
Nothing in this certificate contained, however, shall authorize the
corporation to carry on any business or exercise any powers in any state or
country which a similar corporation organized under the laws of such state or
country could not carry on or exercise; or to engage within or without the State
of New York in the business of a lighting or a transportation corporation, or in
the common carrier business, or to issue bills, notes or other evidence of debt
for circulation as money.
THIRD: The office of the corporation in the City and State of New York is
to be located in the City, County and State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 200 common shares without par value. Such shares without
par value may be issued from time to time for such consideration as from time to
time may be fixed by the Board of Directors.
7.
FIFTH: The Secretary of State of the State of New York is hereby designated
as the agent of the corporation upon whom any process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
may be served upon him, is: David North, 120 East 56 Street, New York, N.Y.
10022.
IN WITNESS WHEREOF, I have made, signed and acknowledged this Certificate
of Incorporation, this lst day of June, 1966.
/s/ David North
-----------------------------------
David North
120 East 56 Street
New York, N.Y. 10022
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )
On this 1st day of June, 1967, before me personally came DAVID NORTH, to me
known and known to me to be the individual described in and who executed the
foregoing Certificate of Incorporation and he acknowledged to me that he
executed the same.
JEROME R. HALPERIN
Notary Public, State of New York /s/ Jerome R. Halperin
No. 30-5741175 -----------------------------------
Qualified in Nassau County NOTARY PUBLIC
Commission Expires March 30, 1965
8.
CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUN 5 1967
TAX $10-
FILING FEE $50-
[ILLEGIBLE]
Secretary of State
By M.H.
---------------------
P-31-N.Y.
Law Offices
JEROME R. HALPERIN
10 East 40th Street
New York 16, N.Y.
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION OF DAVID NORTH &
ASSOCIATES, INC.
Under Section 805 of the Business Corporation Law
WE, the undersigned, DAVID NORTH, the President and NATALIE C. NORTH, the
Secretary, respectively, of DAVID NORTH & ASSOCIATES, INC. hereby certify:
1. The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
2. The Certificate of Incorporation was filed by the Department of State
of the State of New York on June 5, 1967 under the name DAVID NORTH &
ASSOCIATES, INC.
3. The Certificate of Incorporation is amended as authorized by Section 801
of the Business Corporation Law to effect the following amendments:
(a) To increase the total number of shares which the corporation is to be
authorized to issue from 200 common shares without par value, all of one class,
to 2,000,000 common shares at a par value of 1 cent each, and to change shares,
and to include a provision denying preemptive rights. Paragraph "FOURTH" of the
Certificate of Incorporation which refers to the authorized shares is amended to
read as follows:
"FOURTH: The total number of shares which the corporation shall have
authority to issue is 2,000,000 common shares of the par value of 10 cents
each.
No shareholder of this corporation shall have a preemptive right
because of his shareholdings to have first offered to him any part of any
of the presently authorized shares of this corporation hereafter issued,
optioned or sold, or any part of any debenture, bonds, notes or securities
of this corporation convertible into shares hereafter issued, optioned or
sold by the corporation. This provision shall operate to defeat rights in
all shares and classes of shares now authorized and in all debentures,
bonds, notes or securities of this corporation which may be convertible
into shares, and also to defeat preemptive rights in any and all shares and
classes of shares and securities convertible into shares which this
corporation may be hereafter authorized to issue by any amended certificate
duly filed. Thus, any and all of the shares of this corporation corporation
presently authorized, and any and all debentures, bonds, notes or
securities of the corporation convertible into shares and any and all of
the shares of this which may hereafter be authorized, may at any time be
issued, optioned and contracted for sale and/or sold and disposed of by
direction of the Board of Directors of this corporation to such persons,
and upon such terms and conditions as may to the Board of Directors seem
proper and advisable, without first offering the said shares or securities
or any part thereof to existing shareholders."
(b) To add a provision for issuance of rights and options. Paragraph
"SIXTH" is hereby added to the Certificate of Incorporation as follows:
"SIXTH: The Corporation is hereby expressly authorized and empowered,
from time to time, by resolution of its Board of Directors, to create and
issue, whether or not in connection with the issue and sale of any shares
or other securities of the Corporation, rights or options entitling the
holders or owners thereof to purchase or acquire from the Corporation any
shares of any
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class or series or other securities, whether now or hereafter authorized,
such rights or options to be evidenced by or in such warrants or other
instruments as shall be approved by the Board of Directors. The terms upon
which the time or times, which may be limited or unlimited in duration, at
or within which, and the price or prices at which any such shares or other
securities may be purchased or acquired from the Corporation upon the
exercise of any such rights or options shall be such as shall be fixed in a
resolution or resolutions adopted by the Board of Directors providing for
the creation and issue of such rights or options, and set forth or
incorporated by reference in the warrants or other instruments evidencing
such rights or options, and as shall be permitted by law. The Board of
Directors is hereby authorized and empowered to authorize the creation and
issue of any such rights or options and any such warrants or other
instruments, from time to time, for such consideration as the Board of
Directors may determine. Any and all shares which may be purchased or
acquired and/or issued upon the exercise of any such right or option, shall
be deemed fully paid shares and not liable to any further call or
assessment, as the terms of the warrants or other instruments, evidencing
such rights or options shall provide. Except as otherwise provided by law,
the Board of Directors shall have full power and discretion to prescribe
and regulate from time to time the procedure to be followed in, and all
other matters concerning, the creation, issue, and exercise of any such
rights and options, and any such warrants or other instruments, and the
setting aside of shares or other securities for the purpose thereof, and
the issuance of such shares or other securities upon the exercise thereof."
(c) To add a provision for indeminification of directors. Paragraph
"SEVENTH" is hereby added to the Certificate of Incorporation as follows:
"SEVENTH: It is expressly provided that any and every person made a
party to any action, suit, or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of
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the fact that he, his testator or intestate, is or was a director or
officer of this corporation or of any corporation which he served as such
at the request of this corporation, may be indemnified by the corporation
to the full extent permitted by law, against any and all reasonable
expenses, including attorneys' fees, actually and necessarily incurred by
him in connection with the defense of such action or in connection with any
appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such officer or director
has breached his duty to the corporation.
It is further expressly provided that any and every person made a
party to any action, suit, or proceeding other than one by or in the right
of the corporation to procure a judgment in its favor, whether civil or
criminal, including an action by or in the right of any other corporation
of any type or kind, domestic or foreign, which any director or officer of
the corporation served in any capacity at the request of the corporation,
by reason of the fact that he, his testator or intestate, was a director or
officer of the corporation, or served such other corporation in any
capacity, may be indemnified by the corporation, to the full extent
permitted by law, against judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys fees; actually and necessarily
incurred as a result of such action, suit or proceeding, or any appeal
therein, if such person acted in good faith for a purpose which he
reasonably believed to be in the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful."
4. The number of shares issued is 20. The 20 issued shares shall be changed
into 300,000 common shares at the rate of 15,000 common shares of the par value
of 1 cent each for each share presently issued without par value.
-4-
5. The Amendment of the Certificate of Incorporation was authorized by
unanimous vote of the holders of all outstanding shares entitled to vote thereon
at a meeting of shareholders.
IN WITNESS WHEREOF, the undersigned have made, signed and acknowledged this
Certificate of Amendment of Certificate of Incorporation, this 17th day of
December, 1968.
/s/ David North
-------------------------------
David North, President
/s/ Natalie C. North
-------------------------------
Natalie C. North, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
NATALIE C. NORTH, being duly sworn, deposes and states that she is the
Secretary of DAVID NORTH & ASSOCIATES, INC., the corporation, and on of the
persons who signed the foregoing Certificate of Amendment and that she has read
the Certificate of Amendment and knows the contents thereof and that the same is
true to her own knowledge.
/s/ Natalie C. North
-------------------------------
Natalie C. North
Sworn to before me this
17th day of December, 1968.
Jacob Shapiro
- ---------------------------
Notary Public
-5-
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF DAVID NORTH & ASSOCIATES,
INC.
LAW OFFICES
JEROME R. HALPERIN
10 EAST 40TH STREET
NEW YORK 16, N.Y.
RESTATED CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
Filed by: Halperin, Somers & Goldstick, Esqs.
551 Fifth Avenue
New York, New York 10017
RESTATED CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
Under Section 807 of the Business Corporation Law.
WE, DAVID NORTH and NATALIE NORTH, being respectively the President and
Secretary of DAVID NORTH & ASSOCIATES, INC., hereby certify:
1. The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
2. The Certificate of Incorporation of the corporation was filed by the
Department of State on the 5th day of June, 1967.
3. The Certificate of Incorporation, as amended and heretofore filed is
hereby further amended or changed to effect the following amendments or changes
authorized in Section 801 of the Business Corporation Law, to wit:
(a) To change the name of the corporation.
(b) To increase and expand the purposes for which the corporation is
formed.
(c) To change the location of the office of the corporation.
(d) To increase the aggregate number of shares of Common Stock which the
corporation shall have authority to issue.
-1-
(e) To change the post office address to which the Secretary of State shall
mail a copy of process which in any action or proceeding against the corporation
may be served upon him.
4. The test of the Certificate of Incorporation, as amended and heretofore
filed, is hereby restated, as amended or changed herein, to read as follows:
FIRST: The name of the corporation is ABBEY MEDICAL SUPPLY CORPORATION.
SECOND: The purposes for which this corporation is formed are as follows:
(a) To engage in the business of developing, experimenting, inventing,
patenting, licensing, manufacturing, preparing, compounding, producing,
importing, exporting, acquiring, buying, storing, distributing, selling,
leasing, renting or contracting with others to produce, supply or as above
generally deal in and with, in accordance with rules and regulations, licensing
and all pertinent and legal restraints and limitations all kinds of devices,
instruments and generally all kinds of merchandise, equipment and material
involving surgical, sickroom and other hospital and medical and rehabilitative
material, as operating tables, fixtures, disinfectants, beds, oxygen supplies,
and other fluids and chemicals, wheel chairs, inhalation devices, bandages and
medicines and all
-2-
necessary supplies, equipment, apparatus and merchandise for hospitals and all
devices and instruments usable about hospitals, and doctors' and dentists'
offices, nursing homes or for the care and treatment of the sick, of any kind or
nature notwithstanding the nature of the material, wood, metal, plastics,
fabrics, gases or other or any combination thereof used or useful in the medical
services and supply industry.
(b) To make, purchase, obtain, lease, rent and furnish ambulance and
related services to transport the sick for hire and to carry out this function
and to employ drivers and mechanics and other help all in conformity with
existing laws and rules and regulations or such as may be hereafter enacted.
(c) To hire, rent and lease said vehicles to private individuals or for
hospitals or physicians or otherwise in the furtherance of said business and to
conduct said business in the areas and locals permitted by the rules,
regulations and laws. To buy, sell, own, lease, rent and operate and manage
ambulances including all material and equipment appurtenant to and necessary or
incident to the operation and management of an ambulance renting and leasing
service.
(d) To buy, lease and otherwise acquire, lands and interests in lands of
every kind and description, wherever situated; to buy, lease, and otherwise
acquire, and to construct and erect
-3-
buildings and structures in and on such lands for any use or purpose; to hold,
own, improve, develop, maintain, operate, let, lease, mortgage, sell or
otherwise dispose of such property or any part thereof; to equip and operate
warehouses, office buildings, hotels, apartment hotels, restaurants, and cafes,
or any other buildings and structures of whatever kind.
(e) To acquire the stock in trade, good will, franchises, assets and
property of any person or persons, partnership or corporation, domestic or
foreign, engaged in business of the same general nature as that for which this
corporation is formed and in connection therewith, to pay for the same in cash,
stocks, bonds, notes or other securities or obligations of this corporation or
otherwise, and to assume all or any part of the liabilities of any such person
or persons, partnership or corporation.
(f) To manage, give business advice and render service to and aid
financially or otherwise, in any lawful manner, any corporation or association
of which the bonds or other evidences of indebtedness, stock or other securities
or certificates of interest are owned or held by this corporation or by any
corporation in which this corporation may have an interest as stockholder, or
otherwise, and to do any and all lawful acts and things designed to protect,
preserve, improve or enhance the value of any such bonds or other evidences of
indebtedness, stock or other securities or certificates of interest.
-4-
(g) In carrying on its business and for the purpose of furthering its
objects and purposes, to enter into and perform agreements and contracts of any
nature with any government, state, territory, district, municipality, political
or governmental division or subdivision, body politic, corporation, association,
partnership, form, trustee, syndicate, individual, combination, organization or
entity whatsoever.
The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.
THIRD: The office of the corporation is to be located in the City of White
Plains, County of Westchester, State of New York.
FOURTH: The total number of shares which the corporation shall have
authority to issue is 3,000,000 common shares of the par value of $.01 cents
each.
No shareholder of this corporation shall have a preemptive right because of
his shareholdings to have first offered to him any part of any of the presently
authorized shares of this corporation hereafter issued, optioned or sold, or any
part of any debenture, bonds, notes or securities of this corporation
convertible into shares hereafter issued, optioned or sold or any part of any
debenture, bonds, note or securities of this corporation convertible into shares
hereafter issued, optioned or sold by the corporation.
-5-
This provision shall operate to defeat rights in all shares and classes of
shares now authorized and in all debentures, bonds, notes or securities of this
corporation which may be convertible into shares, and also to defeat preemptive
rights in any and all shares and classes of shares and securities convertible
into shares which this corporation may be hereafter authorized to issue by any
amended certificate duly filed. Thus, any and all of the shares of this
corporation presently authorized, and any and all debentures, bonds, notes or
securities of this corporation convertible into shares and any and all of the
shares of this corporation which may hereafter be authorized, may at any time be
issued, optioned and contracted for sale and/or sold and disposed of by
direction of the Board of Directors of this corporation to such persons, and
upon such terms and conditions as may to the Board of Directors seem proper and
advisable, without first offering the said shares or securities or any part
thereof to existing shareholders.
FIFTH: The Secretary of State of the State of New York is hereby designated
as the agent of the corporation upon whom any process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
may be served upon him, is: 470 Mamaroneck Avenue, White Plains, New York.
-6-
SIXTH: The corporation is hereby expressly authorized and empowered, from
time to time, by resolution of its Board of Directors, to create and issue,
whether or not in connection with the issue and sale of any shares or other
securities of the corporation, rights or options entitling the holders or owners
thereof to purchase or acquire from the corporation any shares of any class or
series or other securities, whether now or hereafter authorized, such rights or
options to be evidenced by or in such warrants or other instruments as shall be
approved by the Board of Directors. The terms upon which the time or times,
which may be limited or unlimited in duration, at or within which, and the price
or prices at which any such shares or other securities may be purchased or
acquired from the corporation upon the exercise of any such rights or options
shall be such as shall be fixed in a resolution or resolutions adopted by the
Board of Directors providing for the creation and issue of such right or
options, and set forth or incorporated by reference in the warrants or other
instruments evidencing such rights or options, and as shall be permitted by law.
The Board of Directors is hereby authorized and empowered to authorize the
creation and issue of any such rights or options and any such warrants or other
instruments, from time to time, for such consideration as the Board of Directors
may determine. Any and all shares which may be purchased or acquired and/or
issued upon the exercise of any such right or option, shall be deemed fully
-7-
paid shares and not liable to any further call or assessment, as the terms of
the warrants or other instruments, evidencing such rights or options shall
provide. Except as otherwise provided by law, the Board of Directors shall have
full power and discretion to prescribe and regulate from time to time the
procedure to be followed in, and all other matters concerning, the creation,
issue, and exercise of any such rights and options, and any such warrants or
other instruments, and the setting aside of shares or other securities for the
purpose thereof, and the issuance of such shares or other securities upon the
exercise thereof.
SEVENTH: It is expressly provided that any and every person made a party to
any action, suit, or proceeding by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of this corporation or of any
corporation which he served as such at the request of this corporation, may be
indemnified by the corporation to the full extent permitted by law, against any
and all reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action or in connection
with any appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such officer or director has
breached his duty to the corporation.
-8-
It is further expressly provided that any and every person made a party to
any action, suit, or proceeding other than one by or in the right of the
corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, which any director or officer of the corporation
served in any capacity at the request of the corporation, by reason of the fact
that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation in any capacity may be indemnified
by the corporation, to the full extent permitted by law, against judgments,
fines, amounts paid in settlement, and reasonable expenses, including attorneys'
fees; actually necessarily incurred as a result of such action, suit or
proceeding, or any appeal therein, if such person acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
5. The foregoing amendments and restatement of the Certificate of
Incorporation were authorized by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders.
-9-
IN WITNESS WHEREOF, we have signed this certificate on the 29th day of
November 1971, and hereby affirm that the statements herein are true under
penalty of perjury.
/s/ David North
-------------------------------
David North, President
/s/ Natalie C. North
-------------------------------
Natalie C. North, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
On the 29th day of November, 1971 before me personally came DAVID NORTH and
NATALIE NORTH, to me known and known to me to be the individuals described in,
and who executed, the foregoing instrument and each acknowledged to me that he
executed the same.
/s/ David T. Goldstick
-------------------------------
David T. Goldstick
Notary Public, State of New York
No. 31-1497260
Qualified in New York County
Commission Expires March 30, 1973
[Seal]
-10-
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on April 11, 1995.
/s/ Alexander F. Treadwell
Secretary of State
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
(3) The Certificate of Incorporation is hereby amended to effect the
following changes:
Paragraph (I) of the Certificate of incorporation is hereby amended to read
as follows:
(1) The name of the Corporation is Abbey Group, Inc.
(4) The foregoing amendment was authorized by the sole shareholders
unanimous vote of the holders of all outstanding shares entitled to vote thereon
at a meeting of shareholders.
IN WITNESS WHEREOF, this certificate has been subscribed their 25th day of
April, 1983 by the undersigned, who affirms that the statements made herein are
true under the penalties of perjury.
Roy E. Nelson /s/ Roy E. Nelson
- -------------------------------- ---------------------------
President
Edward E. Nelson /s/ Edward E. Nelson
- -------------------------------- ---------------------------
Secretary
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
(3) The Certificate of Incorporation is hereby amended to effect the
following changes:
Paragraph four (4) of the Certificate of Incorporation is hereby amended to
read:
(4) The aggregate number of shares which the corporation shall have
authority to issue is 10,000,000 common shares $.01 par value. Such shares, $.01
par value, may be issued from time to time for such consideration as from time
to time may be fixed by the Board of Directors. The capital of the corporation
shall be at least equal to the sum of the aggregate par value of all issued
shares having par value, plus the aggregate amount of consideration received by
the corporation for the issuance of shares without par value, plus such amounts
as, from time to time, by resolution of the Board of Directors, may be
transferred thereto.
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF ABBEY MEDICAL SUPPLY CORPORATION
FILER:
Howard B. Sirota, Esq.
67 Wall Street
New York, New York 10005
N.Y.S. DEPARTMENT OF STATE 162 WASHINGTON AVENUE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231
FILING RECEIPT
================================================================================
Entity Name : ABBEY GROUP, INC.
DOCUMENT TYPE : AMEMDMENT (DOMESTIC BUSINESS) COUNTY, WEST
STOCK
SERVICE COMPANY : ** NO SERVICE COMPANY** SERVICE CODE: 00
================================================================================
FILED 04/25/1995 DURATION:********* CASH: 950425000577 FILM: 95042500054
ADDRESS FOR PROCESS
REGISTERED AGENT [SEAL]
STOCK: 25000000 PV
================================================================================
FILER FEES 170.00 PAYMENTS 170.00
NOAH STEINBERG FILING : 60.00 CASH 170.00
1963 505TH STREET TAX : 75.00 CHECK 0.00
CERT : 0.00 BILLED
BROOKLYN, NY 1120 COPIES : 10.00
HANDLING : 25.00
REFUND 0.00
================================================================================
DOS-1025 (11/89)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY GROUP, INC.
Under Section 805 of the Business Law
WE, the undersigned, NOAH STEINBERG, President, and JOSEPH SALAMON, Secretary,
of ABBEY GROUP, INC., hereby certify as follows:
1. The name of the corporation is ABBEY GROUP, INC.
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on April 25, 1995.
/s/ Alexander F. Treadwell
Secretary of State
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY GROUP, INC.
Under Section 805 of the Business Corporation Law
WE, the undersigned, NOAH STEINBERG, President, and JOSEPH SALAMON, Secretary,
of ABBEY GROUP, INC., hereby certify as follows:
1. The name of the corporation is ABBEY GROUP, INC.
2. The certificate of Incorporation was filed by the Department of State of
the State of New York on June 5, 1967, under the original name DAVID NORTHE &
ASSOCIATES, INC.
3. A Certificate of Amendment was filed on December 27, 1968, a Restated
Certificate of Incorporation was filed on December 1, 1971, and a further
Certificate of Amendment was filed on May 27, 1983.
4. The Certificate of Incorporation is hereby amended to effect the
following changes:
To add an additional 15 million shares.
Paragraph four (4) of the Certificate of Incorporation is hereby amended to
read:
"The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 common shares $.01 par value. Such
shares, $.01 par value, may be issued from time to time for such
consideration as from time to time may be fixed by the Board of
Directors. The capital of the corporation shall be at least equal to
the sum of the aggregate par value of all issued shares having par
value, plus the aggregate amount of consideration
received by the corporation for the issuance of shares without par
value, plus such amounts as from time to time, by resolution of the
Board of Directors, may be transferred thereto."
5. The amendment to the Certificate of Incorporation was authorized first
by a unanimous vote of the Board of Directors and then by a majority of
shareholders of all outstanding shares authorized to vote thereon, at a meeting
of shareholders.
IN WITNESS THEREON, this certificate has been subscribed this 10th day of
April, 1995, by the undersigned, who affirm that the statements made herein are
true under the penalties of perjury.
/s/ NOAH STEINBERG
- -----------------------------------------
NOAH STEINBERG, President
/s/ JOSEPH SALAMON
- -----------------------------------------
JOSEPH SALAMON, Secretary
JOSEPH SALAMON, duly affirms, deposes and states that he is the Secretary of
ABBEY GROUP, INC., the Corporation, and one of the persons who signed the
foregoing Certificate of Amendment of the Certificate of Incorporation and that
he has read such Certificate of Amendment and knows the contents thereof and
that the same is true to his own knowledge.
/s/JOSEPH SALAMON
----------------------------
JOSEPH SALAMON
Affirmed to before me this
10th day of April, 1995
/s/ Douglas H. Jablonski
- -----------------------------------------
NOTARY PUBLIC
DOUGLAS H. JABLONSKI
NOTARY PUBLIC, STATE OF NEW YORK
NO. 24-4523053
QUALIFIED IN KINGS COUNTY
COMMISSION EXPIRES. OCT. 31, 1996
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
ABBEY GROUP, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
FILER:
Filed by;
NOAH STEINBERG
1963 50th STREET
BROOKLYN, N.Y. 11204
CERTIFICATE OF INCORPORATION
OF
Power Phone, Inc.
FIRST: The name of this corporation is Power Phone, Inc.
SECOND: Its registered office in the State of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington, DE 19801, County of New
Castle. The registered agent in charge thereof is The Company Corporation,
address "same as above".
THIRD: The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz: 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 amount of the total authorized capital stock of this corporation is
divided into 25,000,000 shares of stock at .01 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Regina Cephas, Three Christina Centre, 201 N. Walnut St., Wilmington DE 19801
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital and to authorize and cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose, in any manner, of the whole property of this corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them shall be open to the inspection of the
stockholder; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law of the
By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have the power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
SEVENTH: Directors of the corporation shall not liable to either the corporation
or its stockholders for monetary damages for a breach of fiduciary duties unless
the breach involves: (1) a director's duty of loyalty to the corporation or its
stockholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
payments of dividends or unlawful stock purchase or redemption by the
corporation; or (4) a transaction from which the director derived an improper
personal benefit.
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 are true; and I have accordingly hereunto set my hand.
DATED: MAY 24, 1995 /s/ Regina Cephas
STATE OF NEW YORK )
) SS.:
DEPARTMENT OF STATE)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on July 13, 1995.
/s/ Alexander F. Treadwell
Secretary of State
PR-30.31 (1/90) State of New York o Department of Taxation and Finance o
Corporation Tax
Albany, New York 12227
To: SECRETARY OF STATE Date: 6/28/95
Name of Corporation
ABBEY GROUP, INC. ID 13-2592511 AA8
Pursuant to provisions of Section 907 of the Business Corporation Law, the State
Tax Commissioner hereby consents to the MERGER INTO:
of the above named corporation. POWER PHONE, INC. (DE) IF FILED BY 9/28/95.
Certificate and fee are attached.
Filed by: NOAH STEINBERG
1963 50 ST. Director,Processing Division
BROOKLYN NY 11204
By:
CERTIFICATE OF MERGER
OF
ABBEY GROUP, INC.
INTO
POWER PHONE, INC.
Pursuant to Section 907(e) of the Business Corporation Law of the State of New
York and the applicable Laws of the State of Delaware.
We, the undersigned, being respectively the President and Secretary of
Abbey Group, Inc. and the President and Secretary of Power Phone, Inc., certify
that:
1. The name of each constituent corporation is as follows: Abbey Group,
Inc. (a New York corporation) and Power Phone, Inc. (a Delaware corporation).
The name of the surviving corporation is Power Phone, Inc. (a Delaware
corporation).
2. Abbey Group, Inc. has 2,688,181 shares of common stock (out of
25,000,000 authorized), par value $.01 per share, outstanding, all of which are
entitled to vote.
3. The effective date of the merger is upon filing with
the Sec. of State.
4. Abbey Group, Inc. was incorporated under its original name David North &
Associates, Inc. on, and its Certificate of Incorporation was filed by the
Department of State of New York on June 5, 1967. Power Phone, Inc. was
incorporated on, and the Certificate of Incorporation was filed by the
Department of State of the State of Delaware on May 24, 1995.
5. The merger was authorized at a meeting of the shareholders of Abbey
Group, Inc. by vote of the holders of two-thirds of all outstanding shares
entitled to vote thereon and by the consent in writing of the sole shareholder
of Power Phone, Inc.
[ILLEGIBLE COPY]
ABBEY GROUP, INC. POWER PHONE INC.
[ILLEGIBLE COPY]
6. THAT THE MERGER IS PERMITTED BY THE LAWS OF THE STATE OF DELAWARE OF
EACH CONSTITUENT FOREIGN CORPORATION AND IS IN COMPLIANCE THEREWITH.
7. NO APPLICATION FOR AUTHORITY HAS BEEN FILED FOR POWER PHONE INC. AND
SHALL NOT DO BUSINESS UNTIL SUCH APPLICATION FOR AUTHORITY HAS BEEN FILED.
8. THE SURVIVING CORPORATION MAY BE SERVED WITH PROCESS IN THIS STATE AND
ANY ACTION OR SPECIAL PROCEEDINGS FOR THE ENFORCEMENT OF ANY LIABILITY OR
OBLIGATION OF ANY DOMESTIC CORPORATION PREVIOUSLY AMENDABLE TO SUIT IN THIS
STATE WHICH IS A CONSTITUENT CORPORATION IN THIS MERGER, AND FOR THE ENFORCEMENT
AS PROVIDED IN THIS CHAPTER OF RIGHTS OF SHAREHOLDERS OF ANY CONSTITUENT
DOMESTIC CORPORATION TO RECEIVE PAYMENT FOR THEIR SHARES AGAINST THE SURVIVING
CORPORATION.
9. SUBJECT TO THE PROVISIONS OF SECTION 623, THE SURVIVING CORPORATION WILL
PROMPTLY PAY THE SHAREHOLDERS OF EACH CONSTITUENT DOMESTIC CORPORATION
THE AMOUNT, IF ANY, TO WHICH THEY SHALL BE ENTITLED UNDER THE PROVISION OF THIS
CHAPTER RELATING TO THE RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR THEIR
SHARES.
10. THE SECRETARY OF STATE IS DESIGNATED AS THE AGENT UPON WHOM PROCESS
AGAINST THE CORPORATION MAY BE SERVED IN THE MANNER SET FORTH IN PARAGRAPH B OF
SECTION 306 IN ANY ACTION OR SPECIAL PROCEEDING. THE ADDRESS TO WHICH THE
SECRETARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST THE CORPORATION IS
1963 50TH ST., BROOKLYN, N.Y. 11204
IN WITNESS WHEREOF, WE HAVE MADE AND SUBSCRIBED THIS CERTIFICATE AND AFFIRM THE
SAME TO BE TRUE AND CORRECT UNDER THE PENALTIES OF PERJURY THIS 28TH DAY OF
JUNE, 1995.
ABBEY GROUP, INC POWER PHONE, INC.
S/NOAH STEINBERG S/NOAH STEINBERG
- ---------------------------------- -----------------------------------
NOAH STEINBERG, PRESIDENT NOAH STEINBERG, PRES.
S/JOSEPH SALAMON S/JOSEPH SALAMON
- ---------------------------------- -----------------------------------
JOSEPH SALAMON, SEC. JOSEPH SALAMON, SEC.
Certificate of Merger
of
ABBEY GROUP, Inc
Into
Power Phone, Inc
FILED
Jun 28 7:21 PM '95
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUN 28 1995
TAX $ ------
BY: /s/PJC
NOAH STEINBERG
1963 50 St.
Brooklyn NY
11204
AGREEMENT OF MERGER
Now on this 25 day of May, 1995, the POWER PHONE, INC. and the ABBEY GROUP,
INC., a Delaware Corporation and a NEW YORK Corporation, pursuant to Section 257
of the General Corporation Law of the State of Delaware have entered in the
following Agreement of Merger.
WITNESS THAT:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified, and
WHEREAS, said POWER PHONE, INC., by its Certificate of Incorporation which
was filed in the office of Secretary of State on May 24, 1995 has an authorized
capital stock consisting of 25,000,000 of which capital stock one shares are now
issued and outstanding; and
WHEREAS, said ABBEY GROUP, INC., by its Certificate of Incorporation which
was filed in the office of Secretary of State on June 5, 1967 has an authorized
capital stock consisting of 25,000,000 of which capital stock 2,688,181 shares
are now issued and outstanding.
WHEREAS, the Registered Office of said POWER PHONE, INC. in the State of
Delaware is located in the city of Wilmington, County of New Castle, and the
name and address of its Registered Agent is The Company Corporation located at 3
Christina Centre, 201 Walnut St.
WHEREAS, the Registered Office of said ABBEY GROUP, INC. in the State of
New York is located in the city of Brooklyn, County of Kings, and the name and
address of its Registered Agent is ABBEY GROUP, INC. located at 1963 50th
Street, Brooklyn, New York 11204
NOW THEREFORE, the corporations, parties to this agreement, by and between
their respective Boards of Directors, in consideration of the mutual covenants,
agreements and provisions hereinafter contained do hereby prescribe the terms
and conditions of said merger and of carrying the same into effect as follows:
and for exportation from and importation into, any foreign country, to and from
any other country foreign thereto, and to purchase and sell domestic and foreign
merchandise in domestic markets and domestic and foreign merchandise in foreign
markets, and to do a general foreign and domestic exporting and importing
business.
To take, buy, exchange, lease or otherwise acquire real estate and any
interest or right therein, and to hold, own, operate, control, maintain, manage
and develop the same and to construct, maintain, alter, manage and control
directly or through ownership of stock in any other corporation, any and all
kinds of buildings, stores, offices, warehouses, mills, shops, factories,
machinery and plants, and any and all other structures and erections which may
at any time be necessary, useful or advantageous for the purposes of this
corporation.
To sell, assign, and transfer, convey, lease or otherwise alienate or
dispose of, and to mortgage, or otherwise encumber the lands, buildings, real
and personal of the corporation wherever situated, and any and all legal and
equitable interests therein.
To purchase, sell, lease, manufacture, deal in and deal with every kind of
goods, wares and merchandise, and every kind of personal property, including
patents and patent rights, chattels, easements, privileges and franchises which
may lawfully be purchased, sold, produced or dealt in by corporations formed
under Section 402 of the Business Corporation Law.
To purchase, acquire, hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and to issue
in exchange therefor its stocks, bonds or other obligations, and to exercise in
respect thereof all the rights, powers and privileges of individual owners,
including the right to vote thereon; and to aid in any manner permitted by law
any corporation of which any bonds or other securities or evidences of
indebtedness or stocks are held by this corporation, and to do any acts or
things designed to protect, preserve, improve or enhance the value of any such
bonds or other securities or evidence of indebtedness or stock.
The foregoing and following clauses shall be construed as objects and
powers in furtherance and not in limitation of the general powers conferred by
the laws
6.
FIRST: The ABBEY GROUP, INC. hereby merges into POWER PHONE, INC., and said
ABBEY GROUP, INC. shall be and hereby is merged into POWER PHONE, INC. which
shall be the surviving corporation.
SECOND: The Certificate of Incorporation of POWER PHONE, INC. as in effect
on the date of the merger provided for in this agreement, shall continue in full
force and effect as the Certificate of Incorporation of the corporation
surviving this merger.
THIRD: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into the shares or other securities of
surviving corporations shall be as follows:
(a) The By-Laws of the surviving corporation as they shall exist on the
effective date of this agreement shall be and remain the By-Laws of the
surviving corporation until the same shall be altered, amended or repeated as
therein provided.
(b) The directors and officers of the surviving corporation shall continue
in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
(c) This merger shall become effective upon filing with the Secretary and
State of Delaware.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation and the merged corporation respectively.
The merged corporation hereby agrees from time to time, as and when requested by
the surviving corporation or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and instruments and
to take or cause to be taken such further or other action as the surviving
corporation may deem necessary or desirable in order to vest in and confirm to
the surviving corporation title to and possession of any property of the merged
corporation acquired or to be acquired by reason of or as result of the merger
herein provided for and otherwise to carry out the intent and purpose hereof and
the proper officers and directors of the merged corporation and the proper
officer and directors of the surviving corporation are fully authorized in the
name of the merged corporation or otherwise to take any and
all such action.
IN WITNESS WHEREOF, the parties to this agreement, pursuant to the
authority duly given by their respective Board of Directors have caused these
presents to be executed by the President (or Vice President) and attested by the
Secretary (or Assistance Secretary) of each party hereto.
ABBEY GROUP, INC.
------------------------------------------------
(name of corporation)
By /s/Noah Steinberg
------------------------------------------
(President)
Attest:
/s/Joseph Salamon
- ------------------------------------
(Secretary)
POWER PHONE, INC.
------------------------------------------------
By /s/Noah Steinberg
---------------------------------------------
President
Attest:
/s/Noah Steinberg
- ----------------------------------------
Secretary
I, JOSEPH SALAMON, Secretary of Abbey Group, Inc., a corporation organized
and existing under the laws of the State of New York, hereby certify, as such
Secretary and under the seal of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed in behalf of said corporation by the President and Secretary of Abbey
Group, Inc., a corporation of the State of New York, was duly submitted to the
shareholders of said Abbey Group, Inc. at a special meeting of said shareholders
called and held separately from the meeting of shareholders of any other
corporation, upon notice, on June 16, 1995 at 10:00 AM, for the purpose of
considering and taking action upon said Agreement of Merger, that shares of
stock of said corporation were on said date issued and outstanding and that the
holders of 2,079,717 of the shares voted by ballot in favor of said Agreement of
Merger and the holders of 608,464 of the shares abstained and 0 voted against,
said affirmative vote representing at least two thirds of the total number of
shares of the outstanding capital stock of said corporation, and that thereby
the Agreement of Merger was at said meeting duly adopted as the act of the
shareholders of said Abbey Group, Inc. and the duly adopted agreement of the
said corporation.
WITNESS my hand and seal of said Abbey Group, Inc. on this 16th day of
June, 1995.
/s/Joseph Salamon
- -------------------------
Secretary
(SEAL)
I, NOAH STEINBERG, Secretary of Power Phone, Inc., a corporation organized
and existing under the laws of the State of Delaware, hereby certify, as such
Secretary and under the seal of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed in behalf of said corporation by the President and Secretary of Power
Phone, Inc., a corporation of the State of Delaware, was duly submitted to the
shareholders of said Power Phone, Inc. at a special meeting of said shareholders
called and held separately from the meeting of shareholders of any other
corporation, upon waiver of notice, signed by all shareholders, on June 7, 1995
for the purpose of considering and taking action upon said Agreement of Merger,
that shares of stock of said corporation were on said date issued and
outstanding and that the holders of 1 share voted by ballot in favor of said
Agreement of Merger and the holders of 0 shares voted by ballot against same,
the said affirmative vote representing at least two thirds of the total number
of shares of the outstanding capital stock of said corporation, and that thereby
the Agreement of Merger was at said meeting duly adopted as the act of the
shareholders of said Power Phone, Inc. and the duly adopted agreement of the
said corporation.
WITNESS my hand and seal of said Power Phone, Inc. on this 7th day of June,
1995.
/s/Noah Steinberg
- -------------------------
Secretary
(SEAL)
THE ABOVE AGREEMENT OF MERGER, having been executed by the President and
Secretary of each corporate party thereto and having been adopted separately by
the stockholders of each corporate party thereto, in accordance with the
provisions of the General Corporation Law of the State of New York and the laws
of the State of Delaware, and the fact having been certified on said Agreement
of Merger by the Secretary of each corporate party thereto do now hereby execute
the said Agreement of Merger under the corporate seals of their respective
corporations, by the authority of the Directors and stockholders thereof, as the
respective act, deed and agreement of each of said corporation, on the 16th day
of June, 1995.
ABBEY GROUP, INC.
/s/Noah Steinberg
-----------------------------------------
President
ATTEST:
/s/Joseph Salamon
- -------------------------------------
Secretary
POWER PHONE, INC.
/s/Noah Steinberg
------------------------------------------
President
ATTEST:
/s/Noah Steinberg
- ---------------------------------------
Secretary