EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AMERICAN GEOLOGICAL ENTERPRISES, INC.
----------------
ARTICLE I
NAME
The name of the Corporation is American Geological Enterprises, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name and address of the Corporation's
registered agent is Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801.
ARTICLE III
CORPORATE PURPOSES
The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
CAPITAL STOCK
The total number of shares of capital stock that the
Corporation shall have authority to issue is twenty-five million (25,000,000)
shares, which shall be shares of Common Stock and shall have a par value of $.01
per share.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 01/11/2001
010019745-3343371
ARTICLE V
INCORPORATOR
The name and mailing address of the Incorporator are as
follows:
Name Mailing Address
---- ---------------
Hillary H. Hughes Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, New York 10020
ARTICLE VI
DIRECTORS
To the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named,
for the purposes of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this Certificate of Incorporation hereby
declaring and certifying that the facts herein stated are true and, accordingly,
have hereunto set my hand this 11th day of January, 2001.
Hillary H. Hughes
-------------------------
Hillary H. Hughes
2
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 01/12/2001
010021105-3343371
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
AMERICAN GEOLOGICAL ENTERPRISES, INC.
Pursuant to Section 241 of the General Corporation Law of the State of
Delaware
The undersigned, being the sole incorporator of American Geological
Enterprises, Inc., a Delaware corporation (the "Corporation"), does hereby
certify:
FIRST: The name of the Corporation is American Geological Enterprises,
Inc.
SECOND: The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware on January 12,
2001.
THIRD: The Certificate of Incorporation of the Corporation is hereby
amended as follows:
ARTICLE VI is amended to read as follows:
"DIRECTORS
The initial director of the corporation shall be Milton
Fisher. 2 West 45th Street, New York, NY 10036
To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or
may hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director."
FOURTH: The Corporation has not received any payment for any of its
stock.
FIFTH: The amendment was duly adopted in accordance with Section 241
of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has hereunto signed this Amendment
of the Certificate of Incorporation this 12th day of January, 2001.
AMERICAN GEOLOGICAL ENTERPRISES, INC.
By: Hillary H. Hughes
-----------------------------------------
Hillary H. Hughes, Sole Incorporator
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AMERICAN GEOLOGICAL ENTERPRISES, INC.
American Geological Enterprises, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify:
FIRST: That the Board of Directors of American Geological
Enterprises, Inc., a Utah corporation, this
Corporation's predecessor, by unanimous written
consent of its members, filed with the minutes of the
board, duly adopted resolutions setting forth a
proposed amendment to the Certificate of
Incorporation of this Corporation, declaring said
amendment to be advisable and calling a meeting of
the shareholders of said corporation for
consideration thereof. The resolution setting forth
the proposed amendment is as follows:
"RESOLVED, that, following the reincorporation of
this Corporation in Delaware by virtue of its merger
with and into American Geological Enterprises, Inc.,
a Delaware corporation and a newly-formed subsidiary
of this Corporation ("AGE-DE"), the Certificate of
Incorporation of AGE-DE be amended to change its name
to `Emtec, Inc.'"
SECOND: The Certificate of Incorporation of the Corporation
was filed in the office of the Secretary of State of the State of
Delaware on January 11, 2001.
THIRD: The Certificate of Incorporation, as amended, of the
Corporation is hereby further amended by amending Article I to read as
follows:
"The name of the Corporation is Emtec, Inc."
FOURTH: The foregoing amendment of the Certificate of
Incorporation of the Corporation has been duly adopted, in accordance
with the provisions of Section 228 and Section 242 of the General
Corporation Law of the State of Delaware.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:01 PM 01/16/2001
010025147 - 3343371
4
IN WITNESS WHEREOF, the undersigned have hereunto signed this
Amendment of the Certificate of Incorporation this 16th day of January, 2001.
AMERICAN GEOLOGICAL ENTERPRISES, INC.
By: Milton Fisher
-------------------------------------
Milton Fisher, President
5