Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
BACTROL TECHNOLOGIES, INC.
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
OF THE STATE OF NEW YORK
The undersigned, being the President and Secretary, respectively, of
Bactrol Technologies, Inc., a New York corporation, hereby certify and set forth
as follows:
FIRST: That the name of the corporation is Bactrol Technologies, Inc. (the
"Corporation"). The name under which the Corporation was formed is "Owl Capital
Corp."
SECOND: That the Certificate of Incorporation of the Corporation was filed
with the Department of State of the State of New York August 31, 1983 and was
amended on October 5, 1983. A certificate changing the name of the Corporation
to Bactrol Technologies, Inc. was filed on June 17, 1988.
THIRD: That the Certificate of Incorporation of the Corporation is hereby
amended as follows:
A. To change the Corporation's name.
B. To increase the number of shares of capital stock from
50,000,000 shares to 60,000,000 shares by authorizing
10,000,000 shares of Preferred Stock, par value $0.0001 per
share and to vest in the Board of Directors of the Corporation
the authority to designate the rights, designations and
preferences of the Preferred Stock.
C. To permit shareholder actions to be taken without a meeting
by written consent, so long as the written consent is signed
by the holders of outstanding shares 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.
D. To limit the personal liability of directors to the extent
permitted by Section 402(b) of the Business Corporation Law of
the State of New York.
E. To indemnify directors and officers to the fullest extent
permitted by Article 7 of the Business Corporation Law of the
State of New York.
F. To change the address to which the Secretary of State shall
mail a copy of any process served on the Company
Accordingly, the Certificate of Incorporation of the Corporation is
hereby restated to read as herein set forth in full:
1. The name of the Corporation is Military Resale Group, Inc.
2. The Corporation is formed to engage in any lawful act or
activity for which corporations may be organized under the
Business Corporation Law of the State of New York, provided
that it is not formed to engage in any act or activity which
requires the consent or approval of any state official,
department, board, agency or other body, without such
approval or consent first being obtained.
3. The office of the Corporation is to be located in the county
of Suffolk, State of New York.
4. The aggregate number of shares of capital stock of the
Corporation is 60,000,000, of which 50,000,000 shall be
Common Stock, par value $.0001 per share (the "Common
Stock") and 10,000,000 shall be Preferred Stock, par value
$.0001 per share (the "Preferred Stock"). The Preferred
Stock may be issued, from time to time, in one or more
series with such designations, preferences and relative
participating options or other special rights and
qualifications, limitations or restrictions thereof, as
shall be stated in the resolutions adopted by the Board of
Directors providing for the issuance of such Preferred Stock
or series thereof; and the Board of Directors is hereby
expressly vested with authority to fix such designations,
preferences and relative participating options or other
special rights or qualifications, limitations or
restrictions for each series, including, but not by way of
limitation, the power to determine the redemption and
liquidation preferences, the rate of dividends payable and
the time for and the priority of payment thereof and to
determine whether such dividends shall be cumulative or not
and to provide for and determine the terms of conversion of
such Preferred Stock or any series thereof into Common Stock
of the Corporation and fix the voting power, if any, of
Preferred Stock or any series thereof.
5. The Secretary of State of the State of New York is
designated as agent of the Corporation upon whom process
against the Corporation may be served. The address to which
the Secretary of State shall mail a copy of any such process
so served is:
Ethan D. Hokit
Military Resale Group
2
2180 Executive Circle
Colorado Springs, CO. 80906
6. Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken,
signed by the holders of outstanding shares 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.
7. The Corporation shall, to the fullest extent possible
permitted by Article 7 of the New York Business Corporation
Law, as the same may be amended and supplemented from time
to time, indemnify any and all persons whom it shall have
power to indemnify under such Article 7 from and against any
and all of expenses, liabilities or other matters referred
to in or covered by such Article 7, and the indemnification
provided for herein shall not be deemed exclusive of any
other rights to which any person may be entitled under any
by-law, resolution of shareholders or directors, agreement
or otherwise, as permitted by such Article 7, as to action
in any capacity in which such person served at the request
of the Corporation.
8. The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by
Section 402(b) of the New York Business Corporation Law, as
the same may be amended and supplemented.
FOURTH: This restatement of the Certificate of Incorporation of the
Corporation was authorized by the unanimous approval of the Board of Directors
of the Corporation on November 15, 2001 and by the vote of a majority of all
outstanding shares of the Corporation entitled to vote thereon at the Special
Meeting of the Shareholders of the Corporation held on December 18, 2001.
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IN WITNESS WHEREOF, the undersigned, President and Secretary of the
Corporation, have each executed this Restated Certificate of Incorporation on
December 18, 2001 and each hereby affirms, under penalties of perjury, that the
statements contained herein are true.
/s/ ETHAN D. HOKIT
------------------------
Name: Ethan D. Hockit
Title: President
/s/ EDWARD T.WHELAN
------------------------
Name: Edward T. Whelan
Title: Secretary
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