EXHIBIT 3.3
CERTIFICATE OF INCORPORATION
OF
FORGE, INC.
a Delaware stock corporation
ARTICLE I. NAME
The name of the corporation is Forge, Inc. (the "Corporation").
ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT
The address of its registered office in the State of Delaware is c/o
The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, and State of Delaware 19801. The
name of the registered agent at such address is The Corporation Trust Company.
ARTICLE III. PURPOSES
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 Delaware General Corporation Law.
ARTICLE IV. STOCK
4.1 Authorized Shares
The Corporation is authorized to issue an aggregate of Twenty Million
(20,000,000) shares of capital stock (the "Authorized Shares"), with each
share having a par value of $0.001. The capital stock shall consist of two
classes of shares to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares of Common Stock that the
Corporation shall have authority to issue is Eighteen Million (18,000,000).
The total number of shares of Preferred Stock that the Corporation shall have
authority to issue is Two Million (2,000,000).
4.2 Common Stock
Subject to any preferential rights granted for any series of Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive
dividends, out of the funds of the Corporation legally available therefor, at
the rate and at the time or times, whether cumulative or noncumulative, as may
be provided by the Board of Directors. The holders of shares of the Common
Stock shall not be entitled to receive dividends thereon other than the
dividends referred to in this section. The holders of shares of the Common
Stock, on the basis of one vote per share, shall have the right to vote for
the election of members of the Board of Directors and the right to vote on all
other matters, expect those matters on which a separate class of the
stockholders of the Corporation vote by class or series to the exclusion of
the shares of the Common Stock.
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4.3 Preferred Stock
The Preferred Stock may be issued from time to time in one or more
series, the shares of each series to have such voting powers, full or limited,
and such designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof as
are stated and expressed herein or in the resolution or resolutions providing
for the issue of such series adopted by the Board of Directors. The authority of
the Board of Directors with respect to each series of Preferred Stock shall
include, but not be limited to, the determination or fixing of the following:
(a) The number of shares of such series;
(b) The designation of such series;
(c) The dividends of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other
class or classes of stock and whether such dividends shall be
cumulative or noncumulative;
(d) Whether the shares of such series shall be subject to
redemption by the Corporation and, if made subject to such
redemption, the times, prices, rates, adjustments, and other
terms and conditions of such redemption;
(e) The terms and amounts of any sinking fund provided for the
purchase or redemption of the shares of such series;
(f) Whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes
or of any other series of any class or classes of stock of the
Corporation and, if provision be made for conversion or
exchange, the times, prices, rates, adjustments, and other
terms and conditions of such conversion or exchange;
(g The extent, if any, to which the holders of the shares of such
series shall be entitled to vote with respect to the election
of the members of the Board of Directors or otherwise,
including the right to elect a specified number or class of
directors, the number or percentage of votes required for
certain actions, and the extent to which a vote by class or
series shall be required for certain actions;
(h The restrictions, if any, on the issue or reissue of any
Preferred Stock;
(i) The rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of the
assets of, the Corporation; and
(j) The extent, if any, to which any committee of the Board of
Directors may fix the designations and any of the preferences
or rights of the shares of such series relating to dividends,
redemption, dissolution, any distribution of assets of the
Corporation or the conversion into or exchange of such shares
for shares of any other class or classes of stock of the
Corporation or any other series of the same or any other class
or classes of stock of the Corporation, or fix the number of
shares of any such series or authorize the increase or
decrease in the shares of such series.
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4.4 Issuance of Shares
The Corporation may from time to time issue and dispose of any of the
Authorized Shares for such consideration as may be fixed from time to time by
the Board of Directors, without action by the stockholders. The Board of
Directors may provide for payment therefor to be received by the Corporation
in cash, property, services or such other consideration as is approved by the
Board of Directors. Any and all Authorized Shares of the Corporation, the
issuance of which has been so authorized, and for which consideration so fixed
by the Board of Directors has been paid or delivered, shall be deemed fully
paid stock and shall not be liable to any further call or assessment thereon.
ARTICLE V. ACTION WITHOUT A MEETING
Any action required or permitted to be taken at any annual or special
meeting of the stockholders may be taken without meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock 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 and shall be delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE VI. NO CUMULATIVE VOTING
The right to cumulate votes in the election of members of the Board of
Directors shall not exist with respect to shares of stock of the Corporation.
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ARTICLE VII. NO PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of the Corporation.
ARTICLE VIII. INCORPORATOR
The name and mailing address of the incorporator is as follows:
Name Mailing Address
---- ---------------
Daniel Hunter 428 West 6th Avenue
Vancouver, British Columbia
Canada V5Y 1L2
ARTICLE IX. DIRECTORS
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. The number of directors shall
be specified in the Bylaws, except that the Corporation shall have three (3)
initial directors, whose names and mailing addresses are as follows:
Name Mailing Address
---- ---------------
Daniel Hunter 428 West 6th Avenue
Vancouver, British Columbia
Canada V5Y 1L2
Donald James MacKenzie 428 West 6th Avenue
Vancouver, British Columbia
Canada V5Y 1L2
Brian Cobbe 428 West 6th Avenue
Vancouver, British Columbia
Canada V5Y 1L2
The initial directors shall serve until the first annual meeting of
stockholders and until their successors are elected and qualified. The
directors need not be elected by ballot unless required by the Bylaws of the
Corporation.
ARTICLE X. BYLAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation.
ARTICLE XI. PERPETUAL DURATION
The Corporation is to have perpetual existence.
ARTICLE XII. LIMITATION OF DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or 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
omissions 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, or (iv) for any transaction from which the director derived
an improper personal benefit. If the Delaware General Corporation Law is
amended after the effective date of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
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Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
/s/ Daniel Hunter Date: May 13, 2002
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Daniel Hunter, Incorporator
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