EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
ESSEX ENTERPRISES, INC.
FIRST. The name of this corporation shall be:
ESSEX ENTERPRISES, INC.
SECOND. Its registered office in the State of Delaware is to be
located at 1013 Centre Road, in the City of Wilmington, County of New Castle and
its registered agent at such address is CORPORATION SERVICE COMPANY.
THIRD. The purpose or purposes of the corporation shall be:
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 this corporation is
authorized to issue is:
Fifty Million Five Hundred Thousand (50,500,000) shares of which Fifty
Million (50,000,000) shares are with a par value of $.001 each, amounting to
Fifty Thousand Dollars ($50,000.00) are Common Stock and Five Hundred Thousand
(500,000) shares are with a par value of $.001 each, amounting to Five Hundred
Dollars ($500.00) are Preferred Stock.
FIFTH. The name and address of the incorporator is as follows:
Debra M. Carll
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
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) pursuant to Section 174 of the Delaware General
Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this Article Seventh shall apply
to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this ninth day of May, A.D., 1995.
/s/ Debra M. Carll
Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ESSEX ENTERPRISES, INC.
Essex Enterprises, 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 the Board of Directors of said corporation by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that Article I of the Certificate of Incorporation
of the Company shall be amended to read as follows: "The name
of this corporation shall be Veronique, Inc."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Law of the State of Delaware, and
written notice of the adoption of the amendment has been given as provided in
Section 228 of the General Corporation Law of the State of Delaware to every
stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said Essex Enterprises, Inc. has caused this
certificate to be signed by Lynn Dixon, its President and its Secretary, this
9th day of December 1996.
Essex Enterprises, Inc.
By /s/ Lynn Dixon, President and Secretary
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
VI SUB, INC., A DELAWARE CORPORATION (Subsidiary)
WITH AND INTO
VERONIQUE, INC., A DELAWARE CORPORATION (Parent)
This is to certify that pursuant to the provisions of Section 253 of
the Delaware General Corporation Law, Veronique, Inc., a Delaware corporation,
as the surviving corporation, hereby adopts the following Certificate of
Ownership and Merger:
FIRST: VI Sub, Inc., a Delaware corporation (the "Merging
Corporation"), shall merge with and into Veronique, Inc., a Delaware corporation
(the "Surviving Corporation").
SECOND: A resolution of the Board of Directors of the Surviving
Corporation providing for the merger of the Merging Corporation with and into
the Surviving Corporation on the terms described herein was duly approved and
adopted on September 15, 1997, by unanimous written consent, a copy of which is
attached hereto as Exhibit A. The Merging Corporation is a wholly-owned
subsidiary of the Surviving Corporation. The Surviving Corporation is the
corporation to survive the merger.
THIRD: Both the Surviving Corporation and the Merging Corporation are
incorporated under the laws of the State of Delaware.
FOURTH: The Certificate of Incorporation and the Bylaws of the
Surviving Corporation will not be amended as a result of the merger.
FIFTH: Upon the Effective Time, the Merging Corporation shall be
merged into the Surviving Corporation; and, thereupon, the Surviving Corporation
shall possess any and all purposes and powers of the Merging Corporation; and
all leases, licenses, property, rights, privileges, and powers of whatever
nature and description of the Merging Corporation shall be transferred to,
vested in, and devolved upon the Surviving Corporation, without further act or
deed, subject to all of the debts and obligations of the Merging Corporation.
Each share of capital stock of the Merging Corporation shall be canceled at the
Effective Time, without the necessity of any action on the part of the holder
thereof. The issued and outstanding shares of capital stock of the Surviving
Corporation shall remain outstanding after the Effective Time and shall not be
affected in any way by the merger.
SIXTH: This Certificate of Ownership and Merger shall become
effective as of the time and date on which it is accepted for filing by the
Secretary of State of the State of Delaware (the "Effective Time").
IN WITNESS WHEREOF, each undersigned officer acknowledges this
Certificate of Ownership and Merger to be the corporate act of the Surviving
Corporation, and further, does make this certificate, hereby declaring and
certifying that this is their act and deed and the facts herein stated are on
behalf of the Surviving Corporation this 15th day of September, 1997.
ATTEST: VERONIQUE, INC.
(SEAL)
/s/ P. Waltrous By: /s/ Terrence O. McGrath
Secretary President
EXHIBIT A
VERONIQUE, INC.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
WHEREAS, the directors of Veronique, Inc. (the "Corporation") have
determined that it would be in the best interest of the Corporation to Merge its
wholly-owned subsidiary, VI Sub, Inc., with and into the Corporation;
NOW, THEREFORE, BE IT
RESOLVED, that VI Sub, Inc., the Corporation's wholly-owned subsidiary,
shall be merged with and into the Corporation, and all of the shares of capital
stock of VI Sub, Inc. shall be canceled and all of the shares of capital stock
of the Corporation shall be unaffected and further on the terms set forth in the
Certificate of Ownership and Merger attached hereto; and
FURTHER RESOLVED, that the officers of the Corporation be, and each of
them is hereby, authorized by and on behalf of the Corporation, to make, execute
and deliver a Certificate of Ownership and Merger and such other related
agreements, certificates, instruments and documents as such officer or officers
acting on behalf of tho Corporation may approve in order to consummate the
above-described merger, the execution of any of such further agreements,
certificates, instruments or documents to be conclusive evidence of such
approval; and
FURTHER RESOLVED, that the officers of the Corporation be, and each of
them is hereby, authorized and directed to take such action and to do all things
which such officer or officers may deem necessary or appropriate to accomplish
the above-described merger.
Executed this 15th day of September, 1997.
/s/ Stan Adler
Director
/s/ David L. Haselkorn
Director
/s/ Terrence O. McGrath
Director
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VERONIQUE, INC.
Pursuant to Section 242
of the General Corporation Law of the
State of Delaware
Veronique, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
Acting by consent in lieu of a meeting, in accordance with the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation adopted a resolution pursuant to Section 242 of the General
Corporation Law of the State of Delaware setting forth amendments to the
Certificate of Incorporation of the Corporation and declaring said amendments to
be advisable. The stockholders of the Corporation duly approved said proposed
amendments by written consent in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all stockholders who have not consented in writing to
said amendments. The resolution setting forth the amendment is as follows:
RESOLVED, that the Board of Directors of the Corporation hereby
approves, and recommends that the shareholders of the Corporation approve the
adoption of an amendment to the Certificate of Incorporation to delete Article
FOURTH in its current form and insert in lieu thereof the following:
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is (i) Fifty
Million (50,000,000) shares of Common Stock, $.001 par value per share
("Common Stock") and (ii) Five Hundred Thousand (500,000) shares of
Preferred Stock, $.001 par value per share ("Preferred Stock").
The following is a statement of the designations, and the powers,
privileges and rights, and the qualifications, limitations or restrictions in
respect of each class of capital stock of the Corporation:
A. COMMON STOCK
1. GENERAL. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.
2. VOTING. 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.
3. DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend right of any then-outstanding
Preferred Stock.
4. LIQUIDATION. Upon the dissolution or liquidation of the Corporation
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then-outstanding
Preferred Stock.
5. DESIGNATION OF CLASSES. Notwithstanding anything to the contrary in
this Article Fourth, the Board of Directors is authorized to issue from time to
time one or more classes of Common Stock and, in connection with the creation of
any such class, to determine and fix, by resolution adopted by the Board of
Directors, such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including
without limitation thereof, dividend rights, and conversion rights as shall be
stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. The resolutions
providing for issuance of any class of Common Stock may provide that such class
shall be superior, or rank equally, or be junior to the Common Stock of any
other class to the extent permitted by law. No vote of the holders of the Common
Stock or the Preferred Stock shall be a prerequisite to the issuance of any
shares of any class of the Common Stock authorized by and complying with the
conditions of the Certificate of Incorporation, the right to have such vote
being waived by all present and future holders of the capital stock of the
Corporation.
B. PREFERRED STOCK.
1. ISSUANCE IN SERIES. Preferred Stock may be issued from time to time
in one or more series, each of such series to have such terms as stated or
expressed herein and in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors of the Corporation as hereinafter
provided. Any shares of Preferred Stock which may be redeemed, purchased, or
acquired by the Corporation may be reissued except as otherwise provided by law.
Different series of Preferred Stock shall not be construed to constitute
different classes of shares for the purposes of voting by classes unless
expressly provided in the instrument designating the terms of any such series.
2. DESIGNATION OF SERIES. The Board of Directors is authorized to issue
from time to time one or more series of Preferred Stock and, in connection with
the creation of any such series, to determine and fix, by resolution adopted by
the Board of Directors, such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, including without limitation thereof, dividend rights, conversion
rights, redemption privileges, and
liquidation preferences, as shall be stated and expressed in such resolutions,
all to the full extent now or hereafter permitted by the General Corporation Law
of Delaware. The resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior, or rank equally, or be
junior to the Preferred Stock of any other series to the extent permitted by
law. No vote of the holders of the Common Stock or the Preferred Stock shall be
a prerequisite to the issuance of any shares of any Series of the Preferred
Stock authorized by and complying with the conditions of the Certificate of
Incorporation, the right to have such vote being waived by all present and
future holders of the capital stock of the Corporation.
3. VOTING. Unless otherwise provided in the instrument designating a
series of Preferred Stock, each holder of outstanding shares of Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares pf
Common Stock into which the shares of Preferred Stock held by such holder are
convertible, at each meeting of stockholders of the Corporation (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented to the stockholders of the Corporation for their action or
consideration. Except as provided by law, by the provisions of this Certificate,
or by the provisions establishing any series of Preferred Stock, holders of
Preferred Stock shall vote together with the holders of Common Stock as a single
class.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
and attested to by its Secretary this 30 day of April, 1998.
ATTEST: VERONIQUE, INC.
/s/ P. J. Waltrous By: /s/ Terrence O. McGrath
Secretary President
[Corporate Seal]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VERONIQUE, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Veronique, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
Acting by consent in lieu of a meeting, in accordance with the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation adopted a resolution pursuant to Section 242 of the General
Corporation Law of the State of Delaware setting forth a proposed amendment to
the Certificate Of Incorporation of the Corporation and declaring said amendment
to be advisable. The stockholders of the Corporation entitled to vote on such
amendment duly approved said proposed amendment by written consents in lieu of a
meeting pursuant to Sections 242 and 228 of the General Corporation Law of the
State of Delaware. The resolution setting forth the amendment is as follows:
RESOLVED, that the Board of Directors of the Corporation hereby
approves, and recommends that the shareholders of the Corporation
approve, the adoption of an amendment to the Certificate of
Incorporation providing in its entirety as follows: That Article FIRST
of the Certificate of Incorporation of the Corporation be and hereby is
deleted and the following Article FIRST is inserted in lieu thereof,
FIRST: The name of the Corporation shall be: DIGITAL
LAUNCH, INC.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
and attested to by its Secretary this 13th day of April, 1999.
ATTEST: VERONIQUE, INC.
/s/ Philip J. Watrous By: /s/ Terrence O. McGrath
Secretary President
[Corporate Seal]
DIGITAL LAUNCH, INC.
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Digital Launch, Inc., a Corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1st: That by unanimous written consent of the Board of Directors of
Digital Launch, Inc., a resolution was duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and proposing approval by the stockholders of
said corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the FIRST article thereof so that,
as amended, said Article shall read as set forth below.
FIRST: The name of this corporation shall be: Global E
Tutor, Inc.
2nd: That thereafter, pursuant to resolution of its Board of Directors,
a written approval by majority consent of the stockholders of said Corporation
was duly received in accordance with the General Corporation law of the State of
Delaware, by which consent the necessary number of shares as required by statute
were voted in favor of the amendment.
3rd: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, and the necessary number of shares as required by statute were voted
in favor of the amendment.
IN WITNESS WHEREOF, said Digital Launch, Inc., has caused this
certificate to be signed by its President and its Secretary-Treasurer, this 2nd
day of February, 2000.
By: /s/ Thomas E. McMurrain, President
By: /s/ Lara Stegman, Secretary