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EXHIBIT 3.1
CERTIFICATE OF INCORPOARTION
OF
NEURAL APPLICATIONS CORPORATION
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1. The name of the corporation is
NEURAL APPLICATIONS CORPORATION
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. 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 One Million (1,000,000) and the par
value of each of such shares is one Dollar ($1.00) amounting in the
aggregate to One million ($1,000,000).
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
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M. C. Kinnamon 1209 Orange Street
Wilmington, DE 19801
T. L. Ford 1209 Orange Street
Wilmington, DE 19801
R. L. Parsons 1209 Wilmington Street
Wilmington, DE 19801
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6. The corporation is to have perpetual existence.
7. 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.
8. The corporation reserves the right to amend, alter, change or
repeal any provisions contained in this certificate of Incorporation,
in the manner now or hereafter prescribed by statue, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
9. 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 (i) for any breach of the
director's duty or loyalty to the corporation or its stockholders, (ii)
for acts or omission not in good faith or which involve intentional
misconduct or a knowing violation of law, (ii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from
which the director derived any improper personal benefit.
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purposes 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 our act and
deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 1st day of February 1993.
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M. C. Kinnamon
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T. L. Ford
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R. L. Parsons