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CERTIFICATE OF INCORPORATION
OF
TRANSUN INTERNATIONAL AIRWAYS, INC.
The undersigned, desiring to form a corporation pursuant to Section 103
of the General Corporation Law of the State of Delaware, does hereby certify, as
follows:
FIRST: The name of the corporation is TRANSUN INTERNATIONAL AIRWAYS,
INC. (the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is c/o UNITED CORPORATE SERVICES, INC., 15
East North Street, in the City of Dover, County of Kent, State
of Delaware, 19901. The name of the registered agent at such
address is United Corporate Services, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is Ten Million Fifty Thousand
(10,050,000) shares, of which Ten Million such shares shall be
designated common stock and shall have a par value of $.0001
per share sand Fifty Thousand such shares shall be designated
preferred stock and shall have a par value of $.0001 per
share.
The Corporation's Board of Directors is authorized, subject to
the limitations prescribed by law and the provisions of this
Article "FOURTH", to provide for the issuance of the above
authorized preferred stock in series, and by filing a
certificate of designations pursuant to Section 151 of the
General Corporation Law of Delaware, as the same may be
amended, to establish from time to time the number of shares
to be included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such
series and qualifications, limitations or restrictions
thereof.
The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of
the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend shall be cumulative, and, if so, from
which dates or dates, and the relative rights of
priority, if any, of payment of dividends on shares
of that series:
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(c) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and,
if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate upon events as the Board of Directors
shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of
such redemption, including the date or date upon or
after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount
may vary under different conditions and at different
redemption dates;
(f) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, and relative rights
of priority of payment of shares of that series; and
(g) Any other relative rights, preferences and
limitations of that series.
Dividends on outstanding shares of preferred stock shall be
paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment
on common shares with respect to the same dividend period.
FIFTH: The name and mailing address of the incorporator of
the Corporation is as follows:
Bruce S. DePaola
c/o Hofheimer Gartlir & Gross, LLP
633 Third Avenue
New York, NY 10017
SIXTH: The names and mailing address of the person who is to
serve as the initial director of the Corporation
until the first annual meeting of stockholders or
until his successors are elected and qualified is as
follows:
Douglas B. Cunningham
5335 S.E. Miles Grant Road
Suite H204
Stuart, FL 34997
SEVENTH: The Corporation is to have perpetual existence.
EIGHTH: The number of directors which shall constitute the
whole Board of Directors
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of the Corporation shall be designated in the By-Laws
of the Corporation.
NINTH: 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
By-laws of the Corporation, without the need for
shareholder approval.
TENTH: To the fullest extent permitted by the General
Corporation Law of Delaware, as the same exists or as
it may hereafter by amended, no director of the
Corporation shall be personally liable for monetary
damages for breach of his/her fiduciary duty as a
director. The Corporation shall indemnify each
officer and director of the Corporation to the
fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as
the same may be amended from time to time.
ELEVENTH: Meetings of stockholders of the Corporation 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 contrary provision contained
in the General Corporation Law of Delaware) outside
of the State of Delaware at such place or places as
may designated form time to time by the Board of
Directors or in the By-laws of the Corporation.
TWELFTH: 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 herein are granted
subject to this reservation.
The effective time of this Certificate of Incorporation of the
Corporation and the time when the existence of the Corporation shall commence is
upon the filing hereof.
Dated: May 14, 1996
/s/ Bruce S. DePaola,
Incorporator