EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
LIQUIDMETAL TECHNOLOGIES, INC.
ARTICLE I
The name of the corporation is Liquidmetal Technologies, Inc.
(the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle 19801. The name of the Corporation's registered agent at such address
is CT Corporation System.
ARTICLE III
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, as the same may be amended or supplemented from time to time
(the "DGCL").
ARTICLE IV
The Corporation shall have authority to issue One Hundred Ten
Million (110,000,000) shares of capital stock, consisting of One Hundred Million
(100,000,000) shares of Common Stock, $0.001 par value per share, and Ten
Million (10,000,000) shares of Preferred Stock, $0.001 par value per share. The
Preferred Stock authorized by the Certificate of Incorporation may be issued
from time to time in one or more series. The Board of Directors is hereby
authorized to fix or alter the rights, preferences, privileges and restrictions
granted to or imposed upon any series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof, or of any of
them.
ARTICLE V
The name and mailing address of the incorporator is:
Steven Vazquez
Foley & Lardner
100 North Tampa Street, Suite 2700
Tampa, FL 33602
ARTICLE VI
To the fullest extent permitted by the DGCL, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended after the effective date of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.
The Corporation shall indemnify to the fullest extent
permitted by the DGCL (including, without limitation, Section 145 thereof), as
the same may be amended and supplemented from time to time, any and all persons
whom it shall have power to indemnify under the DGCL. The indemnification
provided for herein shall not be exclusive of any other rights to which those
seeking indemnification may be entitled as a matter of law under any Bylaw,
agreement, vote of stockholders or disinterested directors of the Corporation,
or otherwise, both as to action in such indemnified person's official capacity
and as to action in another capacity while serving as a director, officer,
employee, or agent of the Corporation, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent of the Corporation, and
shall inure to the benefit of the heirs, executors and administrators of such
person.
Any repeal or modification of this Article VI or amendment to
the DGCL shall not adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to any acts or
omissions of such director, officer, or agent occurring prior to, such repeal,
modification, or amendment.
ARTICLE VII
The Board of Directors shall have the power to adopt, amend,
or repeal Bylaws of the Corporation, subject to the right of the stockholders of
the Corporation to adopt, amend, or repeal any Bylaw. In addition, the Bylaws
may be amended by the affirmative vote of holders of majority of the outstanding
shares of voting stock of the Corporation entitled to vote at an election of
directors.
2
ARTICLE VIII
The number of directors of the Corporation shall be determined
by resolution of the Board of Directors. Elections of directors need not be by
written ballot, unless the Bylaws of the Corporation shall so provide.
Advance notice of stockholder nominations for the election of
directors and of any other business to be brought before any meeting of the
stockholders shall be given in the manner provided in the Bylaws of the
Corporation. At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of the term for
which they are elected, or until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in accordance with
the DGCL.
Vacancies occurring on the Board of Directors for any reason
may be filled by vote of a majority of the remaining members of the Board of
Directors, even if less than a quorum, at any meeting of the Board of Directors.
A person so elected by the Board of Directors to fill a vacancy shall hold
office for the remainder of the full term of the director for which the vacancy
was created or occurred and until such director's successor shall have been duly
elected and qualified.
ARTICLE IX
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.
IN WITNESS WHEREOF, the undersigned incorporator has executed
this Certificate of Incorporation on May 15, 2003.
/s/ Steven Vazquez
--------------------------------
Steven Vazquez, Incorporator
3