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Exhibit 3.1
[CANADA FLAG Logo] Industry Canada Industrie Canada
CERTIFICATE CERTIFICAT DE CHANGEMENT
OF DISCONTINUANCE DE REGIME
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
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UC'NWIN SYSTEMS LTD. 146728-0
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Name of corporation-Denomination de la societe Corporation number-Numero de la societe
I hereby certify that the above-named corporation Je certifie que la societe susmentionnee:
a) was discontinued under section 188 of the Canada /X/ a) a change de regime en vertu de l'article 188 de la Loi
Business Corporations Act and continued under canadienne sur les societes par actions et a ete
the laws of another jurisdiction as specified in the prorogee sous le regime d'une autre autorite
attached notice; legislative, laquelle est mentionnee dans l'avis ci-joint;
b) was discontinued under section 188 of the Canada b) a change de regime en vertu de l'article 188 de la Loi
Business Corporations Act and continued under canadienne sur les societes par actions et a ete
the prorogee sous le regime de la:
i) Bank Act, / / i) Loi sur les banques,
ii) Canada Cooperative Associations Act, / / ii) Loi sur les associations cooperatives du Canada,
iii) Insurance Companies Act, or / / iii) Loi sur les societes d'assurances,
iv) Trust and Loans Companies Act, / / iv) Loi sur les societes de fiducie et de pret,
as specified in the attached notice; or laquelle est mentionnee dans l'avis ci-joint;
c) was amalgamated pursuant to the provisions of the c) a ete fusionnee en vertu des dispositions de la
i) Bank Act, / / i) Loi sur les banques,
ii) Canada Credit Associations Act, / / ii) Loi sur les associations cooperatives du Canada,
iii) Cooperative Credit Associations Act, / / iii) Loi sur les associations cooperative de credit,
iv) Insurance Companies Act, or / / iv) Loi sur les societes d'assurances,
v) Trust and Loans Companies Act. / / v) Loi sur les societes de fiducie et de pret.
as specified in the attached notice. laquelle est mentionnee dans l'avis ci-joint.
/s/
----------------------- DECEMBER 11, 1995/LE 11 DECEMBRE 1995
Director - Director Date of Discontinuance - Date du changement de regime
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[CANADA LOGO]
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DOMESTICATION OF NON U.S. CORPORATION OF "UC'NWIN SYSTEMS CORPORATION", FILED
IN THIS OFFICE THE ELEVENTH DAY OF DECEMBER, A.D. 1995, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[Seal] /s/ Edward J. Freel
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Edward J. Freel, Secretary of State
2486928 8100D AUTHENTICATION:
7743573
950288408 DATE:
12-12-95
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SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 12/11/1995
950288408 - 2486928
CERTIFICATE OF DOMESTICATION
UC'NWIN Systems Ltd., a corporation organized and existing under the
laws of Canada, but which is domesticating to Delaware and changing its name to
"UC'NWIN Systems Corporation" (the "Corporation"), DOES HEREBY CERTIFY:
1. The Corporation was first incorporated, for purposes of the
Canada Business Corporations Act (the "CBCA"), under the
CBCA on April 5, 1983.
2. The name of the Corporation immediately prior to the filing
of this Certificate of Domestication with the Secretary of
State of the State of Delaware (the "Secretary of State")
was UC'NWIN Systems Ltd.
3. The name of the Corporation as set forth in the
Certificate of Incorporation being filed with the Secretary
of State in accordance with Section 388(b) of the General
Corporation Law of the State of Delaware is UC'NWIN Systems
Corporation.
4. The principal place of business of the Corporation
immediately prior to the filing of this Certificate of
Domestication with the Secretary of State was 555 Richmond
Street West, Suite 905, Toronto, Ontario M5V 3B1, Canada.
5. A Certificate of Incorporation of UC'NWIN Systems Corporation
is being filed with the Secretary of State contemporaneously
with the filing of this Certificate of Domestication.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed by Ivan Thornley-Hall, its President, on this 11th day of
December, 1995.
UC'NWIN Systems Ltd.
By: /s/ IVAN THORNLEY-HALL
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Ivan Thornley-Hall
President
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STATE OF DELAWARE
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OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "UC'NWIN SYSTEMS CORPORATION" FILED IN THIS OFFICE ON THE
ELEVENTH DAY OF DECEMBER, A.D. 1995, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[LOGO] /s/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
2486928 8100D AUTHENTICATION:
7743572
950288408 DATE:
12-12-95
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 12/11/1995
950288408 - 2486928
CERTIFICATE OF INCORPORATION
OF
UC'NWIN SYSTEMS CORPORATION
The undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware, does
execute this Certificate of Incorporation and does hereby certify as follows:
ARTICLE I
The name of the Corporation is UC'NWIN Systems Corporation.
ARTICLE II
The registered office of the Corporation in the State of Delaware is
10th Floor, One Rodney Square, 10th and King Streets, Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent is RL&F
Service Corp.
ARTICLE III
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 the Sate of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is sixty million (60,000,000). All such shares are to be
common stock, par value of one cent ($.01) per share, and are to be of one
class.
ARTICLE V
The name and mailing address of the Incorporator is William J. Haubert,
Richards, Layton & Finger, P.O. Box 551, Wilmington, Delaware 19899.
ARTICLE VI
The powers of the Incorporator shall terminate upon the filing of this
Certificate of Incorporation. The names and mailing addresses of the persons
who are to serve as the initial directors of the Corporation until the first
annual meeting of the stockholders of the Corporation, or until their
successors are elected and qualify, are:
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Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VIII
1. Pursuant to Section 262(c) of the General Corporation Law of
the State of Delaware (the "General Corporation Law"), a holder of shares of
any class or series of stock of the Corporation shall be entitled to appraisal
rights in the event the Corporation:
(i) amends its Certificate of Incorporation to add, change, or
remove any provisions restricting or constraining the issue,
transfer, or ownership of stock of the class or series held by
the person seeking appraisal rights;
(ii) amends its Certificate of Incorporation in any manner that
would require a separate class vote of holders of the
outstanding securities of such class or series under Section
242(b)(2) of the General Corporation Law;
(iii) amends its Certificate of Incorporation to add, change, or
remove any restriction upon the business or businesses that
the Corporation may carry on;
(iv) sells, leases or exchanges all or substantially all of its
property and assets, including its goodwill and its corporate
franchises;
(v) amends the provisions of this Article VIII; or
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(vi) effects any merger or consolidation in which the Corporation is a
constituent corporation, whether or not any appraisal rights are
otherwise available under Section 262 of the General Corporation
Law.
2. Subject to Section 4 of this Article VIII, the Corporation shall
remain incorporated under the General Corporation Law or any statutory
modification or replacement thereof and shall not merge or consolidate with any
entity except as provided in this Article VIII.
3. Notwithstanding that a lesser or no vote of the stockholders may be
required by law, and in addition to any other vote of stockholders required by
law or this Certificate of Incorporation, but subject to Section 4 of this
Article VIII, the provisions of this Article VIII may only be amended by merger
or otherwise:
(i) Where the effective date of such amendment occurs on or before a
specified date which is 5 years from the date of issue of the
Director's Certificate of Discontinuance under the Canada Business
of Corporations Act (the "Directors's Certificate"), by a resolution
passed by the affirmative vote of stockholders holding not less than
90% of the voting power of each class or series of stock of the
Corporation, whether or not such class or series of stock otherwise
has voting rights; and
(ii) Where the effective date of such amendment occurs after a specified
date which is 5 years from the date of issue of the Director's
Certificate, by a resolution passed by the affirmative vote of
stockholders holding not less than 66 2/3% of the voting power of
each class or series of stock of the Corporation, whether or not
such class or series of stock otherwise has voting rights.
4. Notwithstanding Sections 2 and 3 of this Article VIII, the
Corporation may merger or consolidate with another entity if:
(i) the entity surviving such merger or consolidation is a Delaware
corporation subject to the General Corporation Law and its
Certificate of Incorporation includes all of the provisions of this
Article VIII; or
(ii) such entity owns or operates a significant business and is not
controlled by, or under common control with, the Corporation, and
such merger or consolidation does not have as its primary purpose,
the avoidance of this Article VIII.
and, in either case:
(iii) such merger or consolidation is approved in the same manner and by
the vote of stockholders as is required by the General Corporation
Law; and
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(iv) appraisal rights are provided to stockholders of the
Corporation on the same basis in respect of such merger or
consolidation as is set forth in Section 1 of this Article VIII.
ARTICLE IX
In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
and empowered to make, alter and repeal the By-laws of the Corporation, subject
to the power of the stockholders of the Corporation to alter or repeal any
by-law made by the Board of Directors.
ARTICLE X
A director of this Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law as the same exists
or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.
ARTICLE XI
The Corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this Certificate
of Incorporation, 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 now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.
IN WITNESS WHEREOF, I, the undersigned, being the Incorporator
hereinabove named, do hereby further certify that the facts hereinabove stated
are truly set forth, and accordingly I have hereunto set my hand this 11th day
of December, 1995.
/s/
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Incorporator
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