CERTIFICATE OF INCORPORATION
OF
QUOTA-PHONE, INC.
a
Under Section 402 of the
Business Corporation Law
The undersigned, natural persons of the age of eighteen years
or over, desiring to form a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York, hereby certify as follows:
FIRST: The name of the corporation is QUOTA-PHONE, INC.
SECOND: The purposes for which it is formed are as follows:
To engage in the business of computerized quoting and buying
service, and in connection therewith, to sell, lease, rent or
otherwise market or deal in data processing related services,
computer software, products or systems including but not
limited to programming, systems analysis, computer processing
of computer systems, computer time rental, data preparation,
record keeping, report preparation, data processing
consulting, management consulting, record storage, computer
programs or systems, computers, data processing products,
service bureau services or facilities management services.
To purchase, manufacture, produce, assemble, receive, lease or
in any manner acquire, hold, own, use, operate, install,
maintain, service, repair, process, alter, improve, import,
export, sell, lease, assign, transfer and generally to trade
and deal in and with, raw materials, natural or manufactured
articles or products, machinery, equipment, devices, systems,
parts, supplies, apparatus and personal property of every
kind, nature or description, tangible or intangible, used or
capable of being used for any purpose whatsoever and to engage
and participate in any mercantile, manufacturing or trading
business of any kind or character.
To purchase, receive, lease or otherwise acquire and to
manage, hold, own, use, improve, convey, sell, mortgage, or
otherwise deal in and with lands, buildings and real property
of every description, or any interest therein.
To adopt, apply for, obtain, register, purchase, lease or
otherwise acquire and to maintain, protect, hold, use, own,
exercise, develop, manufacture under, operate and introduce,
and to sell and grant licenses or other rights in respect of,
assign or otherwise dispose of, turn to account, or in any
manner deal with and contract with references to, any trade
marks, trade names, patents, patent rights, concessions,
franchises, designs, copyrights and distinctive marks and
rights analogous thereto, and inventions, devices,
improvements, processes, recipes, formulae and the like,
including such thereof as may be covered by, used in
connection with, or secured or received under, Letters of
Patent of the United States of America or elsewhere or
otherwise, and any licenses in respect thereof and any or all
rights connected therewith or appertaining thereto.
In furtherance of its corporate business and subject to the
limitations prescribed by statute, to acquire by purchase,
exchange or otherwise, all or any part of, or any interest in,
the properties, assets, business and goodwill of any one or
more corporations, associations, partnerships, firms,
syndicates or individuals and to pay for the same in cash,
property or its own or other securities; to hold, operate,
reorganize, liquidate, mortgage, pledge, sell, exchange, or in
any manner dispose of the whole or any part thereof; and in
connection therewith to assume or guarantee performance of
any liabilities, obligations or contracts of corporations,
associations, partnerships, firms, syndicates or individuals,
and to conduct in any lawful manner the whole or any part of
any similar business thus acquired.
To acquire or become interested in, whether by subscription,
purchase, underwriting, loan, participation in syndicates or
otherwise, to own, hold, to sell, assign or otherwise dispose
of, or in any manner to deal in or with stocks, bonds,
debentures, warrants, rights, scrip, notes, evidences of
indebtedness, or other securities or obligations of any kind
by whomsoever issued, to exercise in respect thereof all
powers and privileges of individual ownership or interest
therein, including, the right to vote thereon for any and all
purposes; to consent, or otherwise act with respect thereto,
without limitations; and to issue in exchange therefor the
corporation's stock, bonds, debentures, warrants, rights,
scrip, notes, evidences of indebtedness or other securities or
obligations of any kind.
To borrow money for its corporate purposes, and to make,
accept, endorse, execute and issue promissory notes, bills of
exchange, bonds, debentures or other obligations from time to
time, for the purchase of property, or for any purpose
relating to the business of the corporation, and if deemed
proper, to secure the payment of any such obligations by
mortgage, pledge, guarantee, deed of trust or otherwise.
To lend its uninvested funds from time to time to such
extent, on such terms and on such security, if any, as the
Board of Directors of the corporation may determine.
In furtherance of its corporate business and subject to the
limitations prescribed by statute, to be a promoter, partner,
member, associate or manager of other business enterprises or
ventures, or to the extent permitted in any other jurisdiction
to be an incorporator of other corporations of any type or
kind and to organize, or in any way participate in the
organization, reorganization, merger or liquidation of any
corporation, association or venture and the management
thereof.
Subject to the limitations prescribed by statute and in
furtherance of its corporate business, to pay pensions,
establish and carry out pension, profit sharing, share bonus,
share purchase, share option, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions
for any or all of its directors, officers and employees.
To conduct its business in all or any of its branches, so far
as permitted by law, in the State of New York and in all other
states of the United States of America, in the territories and
the District of Columbia and in any or all dependencies or
possessions of the United States of America, and in foreign
countries; and to hold, possess, purchase, lease, mortgage and
convey real and personal property and to maintain offices and
agencies either within or outside the State of New York.
To carry out all or any part of the foregoing purposes as
principal, factor, agent, broker, contractor or otherwise
either alone or in conjunction with any persons, firms,
associations, corporations or others in any part of the world;
and in carrying on its business and for the purpose of
attaining or furthering any of its purposes, to make and
perform contracts of any kind and description, and to do
anything and everything necessary, suitable, convenient or
proper for the accomplishment of any of the purposes herein
enumerated.
For the accomplishment of the aforesaid purposes, and in
furtherance thereof, the corporation shall have and may
exercise all of the powers conferred by the Business
Corporation Law upon corporations formed thereunder, subject
to any limitations contained in Article 2 of said law or in
accordance with the provisions of any other statute of the
State of New York.
THIRD: The office of the corporation in the State of New York
shall be located in the City of New Rochelle, County of Westchester.
FOURTH: (a) The aggregate number of shares which the
corporation shall have authority to issue is two hundred (200) shares all of
which are without par value.
(b) No holder of any share of the corporation shall, because
of his ownership of shares have a preemptive or other right, to purchase,
subscribe for or take any part or other securities convertible into or carrying
options or warrants to purchase shares of the corporation issued, optioned or
sold by it after its incorporation, whether the shares be authorized by this
certificate of incorporation or be authorized by an amended certificate duly
filed and in effect at the time of the issuance or sale of such shares or of
such notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of the corporation. Any part of the
shares authorized by this certificate of incorporation, or by an amended
certificate duly filed, and any part of the notes, debentures, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of the corporation may at any time be issued, optioned for sale and sold or
disposed of by the corporation pursuant to resolution of its Board of Directors
to such persons and upon such terms and conditions as may, to such Board, seem
proper and advisable without first offering to existing shareholders the said
shares or the said notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase shares of the corporation, or any
part of any thereof.
FIFTH: The Secretary of State is, designated as the agent of
the corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is c/o Davis and Gilbert, 850 Third Avenue, New
York, New York 10022.
SIXTH: The shareholders, or the Board of Directors of the
corporation without the assent or vote of the shareholders, shall have the power
to adopt, alter, amend or repeal the By-Laws of the corporation.
IN WITNESS WHEREOF, we hereunto sign our names and affirm
that the statements made herein are true under the penalties of perjury, this
5th day of June, 1981.
Name Address
MARK SKUBICKI
/s/ Mark Skubicki
- --------------------------------- 9 East 40th Street
Mark Skubicki-Incorporator New York, New York 10016
MARIA SILVESTRI
/s/ Maria Silvestri
- --------------------------------- 9 East 40th Street
Maria Silvestri - Incorporator New York, New York 10016
CERTIFICATE OF MERGER
OF
Q.P. ACQUISITION CORP.
INTO
QUOTA-PHONE, INC.
Under Section 904 of the
Business Corporation Law
The undersigned, Barry S. Lewisohn and Stuart A. Berger,
being, respectively, the President and the Secretary of Quota-Phone, Inc., a
corporation duly organized and existing under and by virtue of the laws of the
State of New York and James B. Duffy and George Thomas, being respectively the
President and Secretary of Q.P. Acquisition Corp., a corporation duly organized
and existing under and by virtue of the laws of the State of New York do hereby
certify and set forth as follows:
FIRST: The name of each constituent corporation is as
follows: Q.P. Acquisition Corp. and Quota-Phone, Inc.
SECOND: The name of the surviving corporation is Quota-Phone,
Inc. which is a corporation organized under the laws of the State of New York.
THIRD: The designation, number and voting rights of the
outstanding shares of each class and series of the constituent corporation is as
follows:
Name Class Number issued
Quota-Phone, Inc. Common 100
Q.P. Acquisition Corp. Common 100
FOURTH: The date when the Certificate of Incorporation of Q.P.
Acquisition Corp., was filed by the New York Secretary of State is March 15,
1999. The name under which it was formed is Q.P. Acquisition Corp.
FIFTH: The Jurisdiction of incorporation of Quota Phone, Inc.
is the State of New York, and the date of incorporation is June 8, 1981.
SIXTH: The merger herein certified was authorized in respect
of the merged corporation and the surviving corporation by written consent of
the holders of all outstanding shares of both corporations entitled to vote on
the plan of merger.
IN WITNESS WHEREOF, the undersigned affirm that the statements
made herein are true under the penalties of perjury, this 9th day of April,
1999.
/s/ Barry S. Lewisohn
- ---------------------------
Barry S. Lewisohn
President of Quota-Phone, Inc.
a New York corporation
/s/ Stuart A. Berger
- ---------------------------
Stuart A. Berger
Secretary of Quota-Phone, Inc.
a New York corporation
/s/ James B. Duffy
- ---------------------------
James B. Duffy
President of Q.P. Acquisition Corp.
a New York corporation
/s/ George Thomas
- ---------------------------
George Thomas
Secretary of Q.P. Acquisition Corp.
a New York corporation
Certificate of Amendment of the Certificate of Incorporation of
QUOTA-PHONE, INC.
under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is Quota-Phone, Inc.
(2) The certificate of incorporation was filed by the department of state on the
8th day of June 1981.
(3) The certificate of incorporation of this corporation is hereby amended to
effect the following change*
The present Paragraph FIFTH is hereby amended to read as follows:
FIFTH: The Secretary of State is designated as the agent of the Corporation upon
whom process against the Corporation may be served and the address to which the
Secretary of State shall mail a copy of any process against the Corporation
served upon him is Richard Dorff, Esq., c/o Mintz & Fraade, P.C., 488 Madison
Avenue, New York, New York 10022.
The Certificate of Incorporation is to be amended to add the following Paragraph
SEVENTH:
SEVENTH: The Corporation shall indemnify its directors to the fullest extent
permitted by law.
*Set forth the subject matter of each provision of the certificate of
incorporation which is to be amended or eliminated and the full text of the
provision (s), if any, which are to be substituted or added. If an amendment
provides for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms of
change. If an amendment makes two or more such changes, a like statement shall
be included in respect to each change.
(4) The amendment to the certificate of incorporation was authorized:
*first, by unanimous written consent of all the directors.
*and then by unanimous written consent of the holders of all the outstanding
shares entitled to vote thereon.
*strike out where inapplicable
IN WITNESS WHEREOF, this certificate has been subscribed this 27th day of
December 1990 by the undersigned who affirm(s) that the statements made herein
are true under the penalties of perjury.
Type name Capacity in which signed Signature
Mary Reichberg President /s/ Mary Reichberg
Barry Lewisohn Secretary /s/ Barry Lewisohn
Certificate of Amendment of the Certificate of Incorporation of
QUOTA-PHONE, INC.
under Section 805 of the Business Corporation Law
Filed By: Lampf, Lipkind, Prupis, Petigrow & La Bue
Address: 80 Main Street
West Orange, New Jersey 07052