CERTIFICATE OF INCORPORATION
OF
APTUS, CORP.
ARTICLE ONE
NAME
The name of the Corporation is Aptus, Corp.
ARTICLE TWO
DURATION
The Corporation shall have perpetual existence.
ARTICLE THREE
PURPOSE
The purpose for which this Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE FOUR
REGISTERED OFFICE AND AGENT
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is:
Corporation Service Company
2711 Centerville Road
Suite 400
New Castle County
Wilmington, DE 19808
ARTICLE FIVE
SHARES
The total number of shares of stock which the Corporation shall have
authority to issue is 70,000,000 shares, consisting of 50,000,000 shares of
Common Stock having a par value of $.001 per share, and 10,000,000 shares of
Class A Preferred Stock having a par value of $.001 per share and 10,000,000
shares of Class B Preferred Stock having a par value of $.001 per share.
The Board of Directors is authorized to provide for the issuance of the
shares of Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. The authority of the Board
of Directors with respect to each series of Preferred Stock shall include, but
not be limited to, determination of the following:
A. The number of shares constituting that series and the distinctive
designation of that series;
B. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on share
of that series;
C. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;
D. Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
E. Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date
or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;
G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of
that series; and
H. Any other relative rights, preferences and limitations of that
series.
ARTICLE SIX
COMMENCEMENT OF BUSINESS
The Corporation is authorized to commence business as soon as its
certificate of incorporation has been filed.
ARTICLE SEVEN
INCORPORATORS
The name and address of the incorporators are as follows:
Name Address
Carroll Benton 1127 Broadway Plaza, Suite 10, Tacoma, Washington 98402
John P. Gorst 1127 Broadway Plaza, Suite 10, Tacoma, Washington 98402
ARTICLE EIGHT
PRE-EMPTIVE RIGHTS
No Shareholder or other person shall have any pre-emptive rights
whatsoever.
ARTICLE NINE
BY-LAWS
The initial by-laws shall be adopted by the Shareholders or the Board
of Directors. The power to alter, amend, or repeal the by-laws or adopt new
by-laws is vested in the Board of Directors, subject to repeal or change by
action of the Shareholders.
ARTICLE TEN
NUMBER OF VOTES
Each share of Common Stock has one vote on each matter on which the
share is entitled to vote.
ARTICLE ELEVEN
MAJORITY VOTES
A majority vote of a quorum of Shareholders (consisting of the holders
of a majority of the shares entitled to vote, represented in person or by proxy)
is sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.
ARTICLE TWELVE
NON-CUMULATIVE VOTING
Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.
ARTICLE THIRTEEN
INDEMNIFICATION
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.
ARTICLE FOURTEEN
LIMITATION ON DIRECTOR LIABILITY
A. Scope of Limitation. No person, by virtue of being or having been a
director of the Corporation, shall have any personal liability for
monetary damages to the Corporation or any of its Shareholders for any
breach of fiduciary duty except as to the extent provided in Paragraph
(B).
B. Extent of Limitation. The limitation provided for in this Article
shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's
duty of loyalty to the Corporation or its Shareholders (ii) for any
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law (iii) for any unlawful payment
of dividends or unlawful stock purchases or redemptions in violation of
Section 174 of the General Corporation Law of Delaware or (iv) for any
transaction for which the director derived an improper personal
benefit.
ARTICLE FIFTEEN
OFFICERS' AND DIRECTORS' CONTRACTS
No contract or other transactions between this Corporation and any
other firm or corporation shall be affected by the fact that a director or
officer of this Corporation has an interest in, or is a director or officer of
such firm or other corporation. Any officer or director, individually or with
others, may be a party to, or may have an interest in, any transaction of this
Corporation or any transaction in which this Corporation is a party or has an
interest. Each person who is now or may become an officer or director of this
Corporation is hereby relieved from liability that he might otherwise obtain in
the event such officer or director contracts with this Corporation for the
benefit of himself or any other firm or corporation in which he may have an
interest, provided such officer or director acts in good faith.
ARTICLE SIXTEEN
AMENDMENT
Except as set forth herein and in the General Corporation Law of the
State of Delaware, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators herein before
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 4th day of
April, 2002.
/s/ John P. Gorst
------------------
John P. Gorst
/s/ M. Carroll Benton
---------------------
M. Carroll Benton
STATE OF Washington}
: ss.
COUNTY OF Pierce }
I, Gerry C. Kavanaugh , a notary public, hereby certify that on the 3rd
day of April, 2002, personally appeared before me John P. Gorst and M. Carroll
Benton, who being by me first duly sworn, severally declared that they are the
persons who signed the foregoing documents as incorporators of Insynq, Inc., and
that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/s/ Gerry C. Kavanaugh
(Seal)
NOTARY PUBLIC