CERTIFICATE OF INCORPORATION
OF
SCOOP, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter the "Corporation") is:
Scoop, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is:
THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
THIRD: The nature of the business and the purposes to be conducted and
promoted by the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The Corporation shall have authority to issue 25,000,000 shares of
stock, consisting of 20,000,000 shares of Common Stock, par value $0.001 per
share, and 5,000,000 shares of Preferred Stock, par value $0.001 per share.
FIFTH: The shares of Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is authorized to fix by resolution the
designations, powers, preferences and relative, participating, optional or other
special rights (including voting rights, if any, and conversion rights, if any),
and qualifications, limitations or restrictions thereof, of any such series of
Preferred Stock, and the number of shares constituting any such series, or all
or any of them; and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares then outstanding. Except as otherwise provided (i) by law, (ii) by this
Certificate of Incorporation as amended from time to time, or (iii) by
resolutions of the Board of Directors fixing the powers and preferences of any
class or series of shares as to which the Board of Directors has been expressly
vested with authority to fix the powers and preferences, (a) the Common Stock
shall possess the full voting power of the Corporation and (b) the number of
authorized shares of any class or classes of stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the stock of the Corporation entitled to
vote.
SIXTH: The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of
Section 102 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented.
SEVENTH: The name and the mailing address of the incorporator are as
follows:
Rita K. Pfetzing
650 Town Center Drive, Suite 2000
Costa Mesa, California 92626-1925
EIGHTH: The Corporation is to have perpetual existence.
NINTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH. In addition to the other powers expressly granted by statute, the
Board of Directors shall have the power to adopt, repeal, alter, amend and
rescind the Bylaws of the Corporation.
Signed on October 11, 1996
/s/ RITA K. PFETZING
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Rita K. Pfetzing
Incorporator