Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
EXITE JEWELRY.COM, INC.
ARTICLE 1. NAME
The name of this corporation is Exite Jewelry.com, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the registered office of this corporation is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, in
the State of Delaware and the name of its initial registered agent at such
address is the Corporation trust Company.
ARTICLE 3. PURPOSES
The purpose of this corporation (the "Corporation") is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE 4. SHARES
The total authorized stock of this corporation shall consist of
19,000,000 shares of common stock having a par value of $.01 per share (the
"Common Stock") and 1,000,000 shares of preferred stock having a par value of
$.01 per share the (the "Preferred Stock"). Each share of Common Stock shall
entitle the holder to (i) one vote on all matters submitted to a vote of the
shareholders, (ii) to receive dividends when and if declared by the Board of
Directors from funds legally available therefore according to the number of
shares held, and (iii) upon liquidation, dissolution or winding up of the
Corporation, to share ratably in any assets available for distribution to
shareholders after payment of all obligations of the Corporation and after
provision has been made with respect to each class of stock, if any, having
preference over the Common Stock. The shares of Preferred Stock may be issued in
one or more series, and each series shall be so designated to distinguish the
shares thereof from the shares of all other series. Authority is hereby
expressly granted to the Board of Directors to fix by resolution or resolutions,
before the issuance of any shares of a particular series, the number and any of
the designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions which are permitted by Delaware General Corporation
Law in respect of any series of Preferred Stock of the corporation.
ARTICLE 5. DIRECTORS
The number of Directors of this corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to
time in the manner provided therein. Written ballots are not required in the
election of Directors.
ARTICLE 6. BYLAWS
The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of this corporation; provided, however, the Board of Directors may
not repeal or amend any bylaw that the stockholders have expressly provided may
not be amended or repealed by the Board of Directors. The stockholders shall
also have the power to adopt, amend or repeal the Bylaws of this corporation.
ARTICLE 7. PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE 8. CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not
exist with respect to shares of stock of this corporation.
ARTICLE 9. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal, by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote, any of the provisions contained in this Certificate of Incorporation.
The rights of the stockholders of this corporation are granted subject to this
reservation.
ARTICLE 10. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of this corporation shall
not be liable to this corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Any amendment to or repeal of this
Article 10 shall not adversely affect any right or protection of a director of
this corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
ARTICLE 11. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Only action properly brought before the stockholders by or at the
direction of the Board of Directors may be taken without a meeting, without
prior notice and without a vote, if a written consent setting forth the action
so taken is signed by the holders of outstanding shares of capital stock
entitled to be voted with respect to the subject matter thereof having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
ARTICLE 12. SPECIAL MEETINGS OF STOCKHOLDERS
The Chairman of the Board of Directors, the Chief Executive Officer,
the President or the Board of Directors may call special meetings of the
stockholders for any purpose. A special meeting of the stockholders shall be
held if the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.
ARTICLE 13. BUSINESS COMBINATIONS WITH INTERESTED
STOCKHOLDERS
This corporation expressly elects not to be governed by section 203(a)
of Title 8 of the Delaware General Corporation Law.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hands this 21st day of
June, 1999.
/s/ Ike O. Echeruo
---------------------------------
Ike O. Echeruo, Incorporator
Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022