Exhibit 3.1
PAGE 1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "EAGLE SUPPLY GROUP, INC.", FILED IN THIS OFFICE ON THE FIRST
DAY OF MAY, A.D. 1996, AT 3 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
[Seal]
Authentication: 7931222
Date: 05-02-96
CERTIFICATE OF INCORPORATION
OF
EAGLE SUPPLY GROUP, INC.
1. The name of the corporation is EAGLE SUPPLY GROUP, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, zip code 19801. The name of its registered agent at such address
is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is seventeen million (17,000,000), of which stock fifteen
million (15,000,000) shares of par value of One Hundredth of One Cent ($.0001)
each, amounting in the aggregate to One Thousand Five Hundred Dollars ($1,500),
shall be Common Stock and two million (2,000,000) shares of the par value of One
Hundredth of One Cent ($.0001) each, amounting in the aggregate to Two Hundred
Dollars ($200), shall be Preferred Stock.
The powers, preferences and rights, and the qualifications, limitations and
restrictions of the Corporation's Common Stock and Preferred Stock are as
follows:
(a) holders of the Corporation's Common Stock as a class, have equal ratable
rights to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor and are entitled upon liquidation of the Company to share ratably
in the net assets available for distribution, are not redeemable and have
no pre-emptive or similar rights; and holders of the Corporation's Common
Stock have one non-cumulative vote for each share held of record on all
matters to be voted on by the Corporation's stockholders.
(b) The shares of Preferred Stock may be issued in series, and shall have such
voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions providing for the issuance
of such stock adopted from time to time by the Board of Directors. The
Board of Directors is hereby expressly vested with the authority to
determine and fix in the resolution or resolutions providing for the
issuances of Preferred Stock the voting powers, designations, preferences
and rights, and the qualifications, limitations or restrictions thereof, of
each such series to the full extent now or hereafter permitted by the laws
of the State of Delaware.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers
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conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the By-Laws of the Corporation.
7. Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation. Elections of directors
need not be by written ballot unless the By-Laws of the Corporation shall so
provide.
8. 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 statute, and all rights conferred upon stockholders,
directors or any other person herein are granted subject to this reservation.
9. No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or ommissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation Law hereafter is amended to authorize the further
elimination or
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limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
Corporation Law. Any repeal or modification of this Article by the stockholders
of the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
10. The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.
11. The name and mailing address of the incorporator is:
D.M. Dembkowski
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
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 state are true, and
accordingly have hereunto set my hand this 1st day of May 1996.
D.M. Dembkowski
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