RESTATED CERTIFICATE OF INCORPORATION
OF
DATARAM CORPORATION
Dataram Corporation, by the undersigned duly authorized
officer, acting to restate and integrate into one document,
pursuant to NJSA 14A:9-5 but not substantively amend, the
Certificate of Incorporation, hereby certifies that the
foregoing constitutes Certificate of Incorporation of Dataram
Corporation:
FIRST: The name of the corporation is:
DATARAM CORPORATION
SECOND: The location of the registered office in the
State of New Jersey is: c/o The Corporation Trust Company, 820
Bear Tavern Road, W. Trenton, New Jersey 08628.
THIRD: The name of the registered agent, upon whom
process against the corporation may be served is: The
Corporation Trust Company.
FOURTH: The objects for which this corporation is
formed are as follows:
To engage in the manufacture and development of computer
components; and to do all things necessary and incidental
thereto.
FIFTH: In order to accomplish the aforesaid objects,
this corporation is given the following powers:
1. To purchase, lease take in exchange or otherwise
acquire lands, leaseholds, or other interests therein, together
with any buildings or structures that may be on the said lands
or leaseholds or interests of any of them and to sell, lease,
exchange or otherwise dispose of the whole or any portion of the
whole or any portion of the lands, leaseholds, or interests and
all of or any of the buildings or structures that are now or may
hereinafter be erected thereon, and to take such security
therefor as may be deemed necessary or appropriate; to
construct, erect, prepare and maintain buildings and factories
and to deal in building materials; to mortgage the whole or any
part of lands, leaseholds, or interests therein owned by the
corporation; to take or hold mortgages for any unpaid balance of
the purchase money on any lands, buildings or structures sold,
and to sell, exchange or otherwise dispose of said mortgages; to
improve, alter and manage said lands, leaseholds, buildings and
factories, and to guarantee and otherwise assist in the
performance of contracts or mortgages of persons, firms or
corporations with whom the corporation may have dealings, and to
assume and take over such mortgages or contracts on default;
2. To act as agents, employees or independent
contractors in all kinds of transactions within the objects of
the corporation and to assist, for remuneration or otherwise,
any of the customers or members of the corporation in any part
of their business or undertakings;
3. To acquire by purchase, subscription or otherwise,
and to own, hold, sell, negotiate, assign, deal in, exchange,
transfer, mortgage, pledge or otherwise dispose of any shares of
the capital stock, scrip, or any voting trust certificates in
respect of the shares of capital stock of, or any bonds,
debentures, notes, mortgages, securities or evidence of
indebtedness or created by any other corporation, joint stock
company or association, public or private, or of the Government
of the United States of America, or any subdivision or authority
thereof, or of any state, territory, municipality, or other
political subdivision or of any governmental agency; and to
issue in exchange
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therefore, in the manner permitted by law, shares of the capital
stock, bonds, debentures, notes or other obligations of the
corporation; and while the holder or owner of bonds, debentures,
notes, mortgages, or other securities or evidence of
indebtedness to process and exercise in respect thereof any and
all rights, powers and privileges of ownership, including the
right to vote thereon;
4. To purchase, lease, or to otherwise acquire and to
hold, exercise and enjoy all or any of the property, franchise,
good will, rights, powers and privileges held or enjoyed by any
person or firm or any corporation or association and to
undertake the liabilities of any such person, firm, corporation
or association; and to sell, lease, mortgage, pledge or
otherwise dispose of the same;
5. To take part in the management, supervision or
control of the business or operation of any company or
undertaking, and for that purpose to appoint and remunerate any
directors, accountants, officers or other experts or agents;
6. To distribute in kind or in specie or otherwise as
may be resolved, any assets of the corporation among its
stockholders and particularly the shares, bonds, notes,
debentures, evidences of indebtedness or other securities of any
other corporation that may take over the whole or any part of
the assets or liabilities of the corporation.
7. To apply for, obtain, register, purchase, lease or
otherwise acquire, and to exploit, hold, use, own, operate and
introduce, and to sell, assign or otherwise dispose of any
trademark, trade name, copyright, patent, improvement or
license, used in connection with or appertaining to any kind of
business of the corporation; and to use, exercise, develop,
grant licenses in respect of, or otherwise to turn to account
any such
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trademarks, trade names, copyrights, patents, licenses,
processes and the like, or application therefor, on any such
property or rights;
8. To purchase, hold, cancel, reissue, sell and
transfer its own shares, bonds, debentures, notes or other
evidences of indebtedness, insofar as the same may be permitted
by law;
9. To advance money with or without security to and
otherwise aid by endorsement, guaranty or otherwise, any
corporation, association, partnership or trust, any of the
shares, stock, bonds, debentures, notes, evidences of
indebtedness or of interest in or securities or obligation of
which shall have been acquired or contracted for by the
corporation or in which or the business of which the corporation
shall have directly or indirectly any interest (including, but
not by way of limitation, the power to guarantee the performance
of any undertaking or obligation for the payment of dividends on
stock of shares), and to discharge and cancel without payment
any indebtedness thus arising;
10. To borrow or raise monies for the business of the
corporation and any and all of its purposes and upon such terms
as the Board of Directors may determine and as may be permitted
by law; and, in connection therewith, to mortgage, pledge, or
assign any and all of the property, real and personal, and
business of the corporation;
11. To enter into, make, perform and carry out
contracts of every nature and description, made for any lawful
purpose;
12. To have and to exercise all the powers now or
hereafter conferred by the laws
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of the State of New Jersey upon corporations organized under the
laws under which the corporation is organized and any and all
acts amendatory thereof and supplemental thereto;
13. To conduct business in the State of New Jersey,
other states, the District of Columbia, the territories and
colonies of the United States and in foreign countries, and to
have one or more offices out of the State of New Jersey, as well
as within the said State, and to hold, purchase, mortgage and
convey real and personal property out of the State of New Jersey
as well as within said State.
SIXTH: The total number of shares of common stock that
may be issued by the Company is 54,000,000 shares, each having a
par value of $1.00.
All or any part of said shares of common stock may be
issued by the Company from time to time, for such consideration
as may be fixed by the Board of Directors as provided by law.
SEVENTH: The minimum amount of capital stock with which
the corporation will commence business is One Thousand Dollars
($1,000.00).
EIGHTH: The name and post office address of the current
directors are as follows:
Robert V. Tarantino Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
Richard Holzman Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
Thomas A. Majewski Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
Bernard L. Riley Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
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Roger C. Cady Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
NINTH: The period of existence of the corporation is
unlimited and perpetual.
TENTH: The following provisions are made for the
management of the business and for the conduct of the affairs of
the corporation:
1. The Board of Directors shall have power from time to
time to fix and determine and to vary the amount to be reserved
as working capital of the corporation and to determine what, if
any, dividends shall be declared and paid to stockholders out of
its surplus or net profits and, before the payment of any
dividends or making any distribution of profits of the
corporation, such sum or sums as they may from time to time, in
their absolute discretion, think proper whether as a reserve
fund to meet contingencies or for the equalizing of dividends or
for repairing or maintaining any property of the corporation or
for such corporate purposes as the Board shall think conducive
to the interests of the corporation, subject, however, to the
provisions of this Certificate of Incorporation;
2. No contract or other transaction between this
corporation and any other corporation, and no act of this
corporation shall in any way be affected or invalidated by the
fact that any of the Directors of this corporation are
pecuniarily or otherwise interested in any contract or
transaction of this corporation provided that the fact that he
or such firm is so interested shall be disclosed or shall have
been known to the Board of Directors or a majority thereof, and
any director of this corporation who is also a director or
officer of such other corporation or who is so interested may be
counted in determining the existence of a quorum at any meeting
of the Board of
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Directors of this corporation which shall authorize any such
contract or transaction with like force and effect as if he were
not such director or officer of such other corporation or so
interested;
3. The Board of Directors shall also have power,
subject to the reserved power of the stockholders to alter or
repeal the same, to make and alter the By-Laws of the
corporation. They shall also have power to fix the times for
the declaration and payment of dividends; to authorize and cause
to be executed and delivered mortgages on and instruments of
pledge, or any other instruments creating liens on the real and
personal property of the corporation; to make and determine the
use and disposition of any surplus or net profits over and above
the capital stock paid in, and in their discretion the Board of
Directors may use and apply any such surplus or net profits in
purchasing or acquiring shares of its own capital stock to such
extent and in such manner and upon such terms as the Board of
Directors shall deem expedient; and the share of such capital
stock so purchased or acquired may be resold unless such shares
shall have been retired as provided by law; and to determine the
convertibility of the preferred stock for shares of common stock
in such manner and for such amounts as the Board of Directors
shall determine;
4. Except as otherwise provided by law, and subject to
direction by resolution of a majority of the stockholders having
voting powers, the Board of Directors shall have power from time
to time to determine whether or not and to what extent and at
what times and places and under what conditions and regulations
the accounts and books of the corporation, or any of them, shall
be open to the inspection of stockholders; and no stockholder
shall have any right to inspect any account or book or documents
of the corporation except as conferred by statute or authorized
by the
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Directors or by a resolution adopted by a majority of the
stockholders having voting powers;
5. The Board of Directors shall have the power to
appoint an Executive Committee from among its members, which
Committee, to the extent and in the manner provided in the By-
Laws of the corporation shall have any may exercise all the
powers of the Board of Directors, so far as may be permitted by
law, in the management of the business and affairs of the
corporation whenever the Board of Directors is not in session at
the time of action;
6. The Board of Directors, in addition to the powers
and authority expressly conferred upon them hereinabove and by
statute and by the By-Laws, are hereby empowered to exercise all
such powers as may be exercised by the corporation, subject,
nevertheless, to the provision of the Statutes of the State of
New Jersey, of this Certificate of Incorporation and to any
regulations that may from time to time be made by the
stockholders having voting powers, provided that no regulations
so made shall invalidate any provision of this Certificate of
Incorporation or any prior act of the Directors which would have
continued valid if such regulation had not been made. Election
of the Board of Directors need not be by ballot but shall be
conducted as prescribed by the By-Laws.
ELEVENTH: Directors and Officers shall be indemnified
as required by law and the Corporation shall be permitted to
indemnify Directors and Officers as may be provided by law, in
the By-Laws of the Corporation or otherwise.
TWELFTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or
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hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to
this reserved power.
THIRTEENTH: The Certificate of Incorporation may be
amended by the affirmative vote of a majority of the shares
entitled to vote thereon at a meeting of stockholders duly
called for the purpose.
FOURTEENTH: Neither a Director nor an Officer shall be
liable to the Corporation or its shareholders for damages for
breach of any duty owed to the Corporation, except that this
provision shall not relieve a Director or an Officer from
liability for any breach of the duty for acts or omissions (a)
in breach of such person's duty of loyalty to the Corporation or
its shareholders; (b) not in good faith or involving a knowing
violation of law; or (c) resulting in the receipt by such person
of an improper personal benefit.
IN WITNESS WHEREOF, DATARAM CORPORATION has caused its duly
authorized officer to execute this Certificate on his 31st day
of July, 2000.
DATARAM CORPORATION
ROBERT V. TARANTINO
By: _____________________________
Robert V. Tarantino, President
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