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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
SEDA SPECIALITY PACKAGING CORP.
FIRST: The name of the corporation is Seda Specialty Packaging Corp.
SECOND: The address of the corporation's registered office in the State
of Delaware is 15 East North St., Dover, Delaware 19901. The name of its
registered agent at that address is Paracorp Incorporated. The County of Kent.
THIRD: The name and mailing address of the incorporator of the
corporation is:
Kasey Hannah
Freshman, Marantz, Orlanski, Cooper & Klein
9100 Wilshire Boulevard, 8th Fl. East Tower
Beverly Hills, California 90212-3480
FOURTH: The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is forty million (40,000,000),
consisting of:
(1) ten million (10,000,000) shares of Preferred
Stock, par value one mil ($0.001) per share (the "Preferred Stock"); and
(2) thirty million (30,000,000) shares of Common Stock
par value one mil ($0.001) per share (the "Common Stock")
SIXTH: The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of the Article FIFTH, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, 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 each such series and the qualifications, limitations or restrictions
thereof.
The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
(a) The number of shares constituting that series and
the distinctive designation of that series;
(b) The dividend rate on the shares of that 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 that series;
(c) Whether that 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 that series shall have conversion
privileges, and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
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(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates 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 that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of shares
of that series; and
(h) Any other relative rights preferences and limitations of
that series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.
If upon any voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.
SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to adopt, amend and
repeal from time to time any or all of the bylaws of the corporation, including
bylaw amendments increasing or reducing the authorized number of directors.
EIGHTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under Delaware
law. In furtherance and not in limitation of the foregoing provision of this
Article EIGHTH, 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 liability (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.
Any repeal or modification of the foregoing provisions of this Article
EIGHTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware Corporation Law, does
hereby make and file this Certification.
/s/ KASEY HANNAH
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Kasey Hannah
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