EXHIBIT 3.1
CERTIFICATE OF INCORPORATION, AS AMENDED
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
E-TREND NETWORKS, INC.
E-Trend Networks, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of incorporation of said
corporation, declaring said amendment to be advisable and
submitting it to the stockholders of the Corporation for
adoption. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Article IV thereof so that,
as amended, said Article shall be and read as follows:
ARTICLE IV
Authorized Capital Stock
(a) The total number of shares of stock
which the Corporation shall have authority to issue
is 21,000,000 shares of capital stock, consisting of
(i) 20,000,000 shares of common stock, par value
$0.0001 per share (the "Common Stock") and (ii)
1,000,000 shares of preferred stock, par value
$0.0001 per share (the "Preferred Stock").
(b) Common Stock. The powers, preferences
and rights, and the qualifications, limitations and
restrictions, of each class of the Common Stock are
as follows:
(1) No Cumulative Voting. The
holders of shares of Common Stock shall not have
cumulative voting rights.
(2) Dividends; Stock Splits. Subject
to the rights of the holders of Preferred Stock, and
subject to any other provisions of this Certificate
of Incorporation, as it may be amended from time to
time, holders of shares of Common Stock shall be
entitled to receive such dividends and other
distributions in cash, stock or property of the
Corporation when, as and if declared thereon by the
Board of Directors from time to time out of assets or
funds of the Corporation legally available therefore.
(3) Liquidation, Dissolution,
Winding Up. In the event of any liquidation,
dissolution or winding up (either voluntary or
involuntary) of the Corporation, the holders of
shares of Common Stock shall be entitled to receive
the assets and funds of the Corporation available for
distribution after payments to creditors and to the
holders of any Preferred Stock of the Corporation
that may at the time be outstanding, in proportion to
the number of shares held by them, respectively.
(4) No Preemptive or Subscription
Rights. No holder of shares of Common Stock shall be
entitled to preemptive or subscription rights.
(c) Preferred Stock. The Board of Directors
is hereby expressly authorized, subject to
limitations prescribed by law, to provide for the
issuance of all or any shares of the Preferred Stock
in one or more classes or series, and to fix for each
such class or series such voting powers, full or
limited, or no voting powers, and such designations,
preferences and relative, participating, optional or
other special rights and such qualifications,
limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the
issuance of such class or series.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, stockholders holding the necessary number of shares
as required by statute signed a written consent approving and
adopting the amendment in accordance with Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FOURTH: That said amendment shall be effective as of April 20, 2001.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Caroline G. Armstrong, its President, and Timothy J. Sebastian, its Secretary,
on April 19, 2001.
ATTEST:
/S/ TIMOTHY J. SEBASTIAN /S/ CAROLINE G. ARMSTRONG
-------------------------------- --------------------------------------
Timothy J. Sebastian Caroline G. Armstrong
CERTIFICATE OF INCORPORATION
OF
E-TREND NETWORKS, INC.
ARTICLE I
NAME
The name of the Corporation is E-Trend Networks, Inc. (the
"Corporation").
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation is National
Corporate Research, Ltd., 615 South DuPont Highway, in the City of Dover, County
of Kent, State of Delaware 19901. The name of its registered agent at that
address is National Corporate Research, Ltd.
ARTICLE III
PURPOSE AND TERM
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. The Corporation is to have perpetual existence.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
(a) The total number of shares of stock which the Corporation shall
have authority to issue is 100,000,000 shares of capital stock, consisting of
(i) 80,000,000 shares of common stock, par value $0.0001 per share (the "Common
Stock") and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per
share (the "Preferred Stock").
(b) Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of each class of the Common Stock
are as follows:
(1) No Cumulative Voting. The holders of shares of Common
Stock shall not have cumulative voting rights.
Certificate of Incorporation
of
E-Trend Networks, Inc.
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(2) Dividends; Stock Splits. Subject to the rights of the
holders of Preferred Stock, and subject to any other provisions of this
Certificate of Incorporation, as it may be amended from time to time, holders of
shares of Common Stock shall be entitled to receive such dividends and other
distributions in cash, stock or property of the Corporation when, as and if
declared thereon by the Board of Directors from time to time out of assets or
funds of the Corporation legally available therefor.
(3) Liquidation, Dissolution, Winding Up. In the event of
any liquidation, dissolution or winding up (either voluntary or involuntary) of
the Corporation, the holders of shares of Common Stock shall be entitled to
receive the assets and funds of the Corporation available for distribution after
payments to creditors and to the holders of any Preferred Stock of the
Corporation that may at the time be outstanding, in proportion to the number of
shares held by them, respectively.
(4) No Preemptive or Subscription Rights. No holder of
shares of Common Stock shall be entitled to preemptive or subscription rights.
(c) Preferred Stock. The Board of Directors is hereby expressly
authorized, subject to limitations prescribed by law, to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes or
series, and to fix for each such class or series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such class or series.
ARTICLE V
BOARD OF DIRECTORS
(a) The business and affairs of the Corporation shall be managed
by a Board of Directors which shall exercise all the powers of the Corporation
except as otherwise provided in the Bylaws, this Certificate of Incorporation or
by the laws of the State of Delaware.
(b) The number of members of the Board of Directors shall be set
in accordance with the Corporation's Bylaws; however, the initial Board of
Directors shall consist of one member. The name and address of the person who
shall serve as the director until the first annual meeting of stockholders and
until his successor is duly elected and qualified are as follows:
NAME ADDRESS
Leonard N. Voth 4422 Stone Crescent
West Vancouver, British Columbia
V7V 1B7 Canada
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of
E-Trend Networks, Inc.
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(c) Election of directors need not be by written ballot unless the
Bylaws so provide.
(d) Subject to the terms of any one or more classes or series of
Preferred Stock, any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, provided that a quorum is present, and any other
vacancy occurring on the Board of Directors may be filled by a majority of the
Board of Directors then in office, even if less than a quorum, or by a sole
remaining director. Any director of any class elected to fill a vacancy
resulting from an increase in the number of directors of such class shall hold
office for a term that shall coincide with the remaining term of that class. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor.
ARTICLE VI
LIMITATION OF LIABILITY
No director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended. If the General Corporation Law of the State
of Delaware is amended hereafter to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent authorized
by the General Corporation Law of the State of Delaware, as so amended. Any
repeal or modification of this Article VI by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the
fullest extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall inure to the benefit of
his or her heirs, executors and personal and legal representatives; provided,
however, that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding
(or part
Certificate of Incorporation
of
E-Trend Networks, Inc.
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thereof) was authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article VII shall include the right to be paid
by the Corporation the expenses incurred in defending or otherwise participating
in any proceeding in advance of its final disposition.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Article VII to directors and officers of the Corporation.
The rights to indemnification and to the advance of expenses conferred
in this Article VII shall not be exclusive of any other right which any person
may have or hereafter acquire under this Certificate of Incorporation, the
Bylaws of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
Any repeal or modification of this Article VII by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and to
the advancement of expenses of a director or officer of the Corporation existing
at the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.
ARTICLE VIII
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred upon it by
the laws of the State of Delaware, the Board of Directors shall have the power
to adopt, amend, alter or repeal the Corporation's Bylaws. The affirmative vote
of at least a majority of the entire Board of Directors shall be required to
adopt, amend, alter or repeal the Corporation's Bylaws.
ARTICLE IX
INCORPORATOR
The name and address of the incorporator is Fay M. Matsukage, Esq., c/o
Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street, Suite 300,
Denver, Colorado 80203.
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of
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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 stated herein are true, and I have accordingly hereunto
set my hand this 20th day of December, A.D. 2000.
/S/ FAY M. MATSUKAGE
------------------------------
Fay M. Matsukage, Esq.
Incorporator
Certificate of Incorporation
of
E-Trend Networks, Inc.
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