CERTIFICATE OF INCORPORATION
OF
SCOOP, 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 the "Corporation") is:
Scoop, Inc.
SECOND: The address, including street, number, city and county, of
the registered office of the Corporation in the State of Delaware is:
THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
THIRD: The nature of the business and the purposes to be conducted
and promoted by the Corporation shall be 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 Corporation shall have authority to issue 25,000,000
shares of stock, consisting of 20,000,000 shares of Common Stock, par value
$0.001 per share, and 5,000,000 shares of Preferred Stock, par value $0.001
per share.
FIFTH: The shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is authorized to fix by
resolution the designations, powers, preferences and relative, participating,
optional or other special rights (including voting rights, if any, and
conversion rights, if any), and qualifications, limitations or restrictions
thereof, of any such series of Preferred Stock, and the number of shares
constituting any such series, or all or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares
of that series, but not below the number of shares then outstanding. Except
as otherwise provided (i) by law, (ii) by this Certificate of Incorporation
as amended from time to time, or (iii) by resolutions of the Board of
Directors fixing the powers and preferences of any class or series of shares
as to which the Board of Directors has been expressly vested with authority
to fix the powers and preferences, (a) the Common Stock shall possess the
full voting power of the Corporation and (b) the number of authorized shares
of any class or classes of stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
the affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote.
SIXTH: 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.
SEVENTH: The name and the mailing address of the incorporator are as
follows:
Rita K. Pfetzing
650 Town Center Drive, Suite 2000
Costa Mesa, California 92626-1925
EIGHTH: The Corporation is to have perpetual existence.
NINTH: 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, 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 his official capacity and as to action in
another capacity while holding such office, 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, executors and administrators of such person.
TENTH: 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 TENTH. In addition to the other powers expressly granted by
statute, the Board of Directors shall have the power to adopt, repeal, alter,
amend and rescind the Bylaws of the Corporation.
Signed on October 11, 1996
/s/ RITA K. PFETZING
-------------------------------
Rita K. Pfetzing
Incorporator
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