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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
MLC HOLDINGS, INC.
The undersigned, a natural person, for the purpose of organizing MLC
Holdings, Inc. (the "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, as amended, and referred to as the "Delaware
General Corporation Law"), hereby certifies that:
FIRST
The name of the Corporation is:
MLC HOLDINGS, INC.
SECOND
The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and
the name of the Corporation's registered agent in the State of Delaware is
Corporation Service Company.
THIRD
The purpose of the Corporation is to engage in any lawful act or
activity for which Corporations may be organized under the Delaware General
Corporation Law.
FOURTH
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is twenty-seven million(27,000,000)
shares consisting of twenty-five million (25,000,000) shares of common stock
having a par value of $.01 per share (the "Common Stock") and two million
(2,000,000) shares of preferred stock having a par value of $.01 per share (the
"Preferred Stock").
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The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law, to provide by resolution or resolutions for the
issuance of shares of the Preferred Stock as a class or in series, and, by
filing a certificate of designations, pursuant to the Delaware General
Corporation Law, setting forth a copy of such resolution or resolutions 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 the class or of each such series and the qualifications, limitations, and
restrictions thereof. The authority of the Board of Directors with respect to
the class or each series shall include, but not be limited to, determination of
the following:
a) the number of shares constituting any series and the
distinctive designation of that series;
b) the dividend rate of the shares of the class or of any
series, whether dividends shall be cumulative, and if so, from which
date or dates, and the relative rights of priority, if any of payment
of dividends on shares of the class or of that series;
c) whether the class or any 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 the class or any series shall have conversion
privileges and, if so, the terms and conditions of conversion,
including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
e) whether or not the shares of the class or of any 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) whether the class or any series shall have a sinking fund
for the redemption or purchase of shares
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of the class or of that series, and if so, the terms and amount of
such sinking fund;
g) the rights of the shares of the class or of any series in
the event of voluntary or involuntary dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment
of shares of the class or of that series; and
h) any other powers, preferences, rights, qualifications,
limitations and restrictions of the class or of that series.
All rights accruing to the outstanding shares of the
Corporation not expressly provided for to the contrary herein or in
any certificate of designation shall be vested exclusively in the
Common Stock.
FIFTH
The name and mailing address of the Incorporator are as follows:
Benton Burroughs, Jr.
Hazel & Thomas, P.C.
3110 Fairview Park Drive
Suite 1400
Falls Church, Virginia 22042
SIXTH
The Incorporator shall appoint the initial directors of the
Corporation after filing of this Certificate of Incorporation. The terms of
the initial directors shall be determined by the Incorporator and thereafter by
the Board of Directors, with one class designated as elected for a one year
term, the second class designated as elected for a two year term and the third
class designated as elected for a three year term. At the first annual meeting
of stockholders of the Corporation, and at each subsequent annual meeting, the
successors of the class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.
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SEVENTH
The Corporation is to have perpetual existence.
EIGHTH
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter, or repeal the Bylaws of the Corporation.
NINTH
No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that the foregoing shall not eliminate or limit the
liability of a director (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.
TENTH
The Corporation shall indemnify, in the manner and to the fullest
extent permitted by the Delaware General Corporation Law (and in the case of
any amendment thereto, to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), any person (or the estate of any person) who is or was a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan. The Corporation may, to the fullest extent permitted by
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the Delaware General Corporation Law, purchase and maintain insurance on behalf
of any such person against any liability which may be asserted against such
person. To the fullest extent permitted by the Delaware General Corporation
Law, the indemnification provided herein may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement and any such
expenses may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person seeking indemnification to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified. The
indemnification provided herein shall not be deemed to limit the right of the
Corporation to indemnify any other person for any such expenses to the fullest
extent permitted by the Delaware General Corporation Law, nor shall it be
deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, the
Corporation's Bylaws, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office. The Corporation may, but
only to the extent that the Board of Directors may (but shall not be obligated
to) authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article Tenth as they apply to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
ELEVENTH
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 Eleventh.
The effective date of this Certificate of Incorporation, and the date
upon which the existence of the Corporation shall commence, shall be the date
upon which the Secretary of State of the State of Delaware endorses the word
"Filed" on the Certificate.
I, the undersigned, being the Incorporator of the above mentioned
Corporation, do make this Certificate of Incorporation,
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hereby declaring and certifying that this is my act and the facts stated herein
are true, and accordingly have hereunto set my hand upon this 27th day of
August, 1996.*
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*Pursuant to Item 601(b)(3)(i) of Regulation S-K, this exhibit is a
complete copy of the Certificate of Incorporation, and includes the amendment
dated September 30, 1997 which restated Article "FOURTH" in its entirety.
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