EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
ION NETWORKS, INC.
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 Ion Networks, Inc.
SECOND: The address, including street, number, city, and
county, of the registered office of the Corporation in the State of Delaware is
30 Old Rudnick Lane, Dover, Delaware 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware is Bridge Service
Corp.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares which the Corporation
shall have authority to issue is Two Hundred (200), all of which are with one
cent ($.01) par value. All such shares are of one class and are shares of Common
Stock.
FIFTH: The name and the mailing address of the incorporator
are as follows:
NAME MAILING ADDRESS
David R. Fishkin c/o Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the 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 the Corporation or of any creditor or stockholder
thereof or on the application of any receiver of receivers appointed for the
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 the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the 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 the Corporation, as the case may be, and also on the
Corporation.
EIGHTH: For 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.
2. After the original or other By-laws 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
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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.
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 (including, without limitation, attorneys
fees and 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 such person's official capacity and as to action
in another capacity while holding the position giving rise to the entitlement to
indemnification, 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, estate, executors and administrators of any such 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.
IN WITNESS WHEREOF, the undersigned has signed this
certificate and does hereby affirm the statements contained therein as true
under the penalties of perjury this 5th day of August , 1998.
/s/ David R. Fishkin
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David R. Fishkin, Incorporator
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