AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IGO CORPORATION
The undersigned, Ken Hawk and Mick Delargy, hereby certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of IGO CORPORATION, a Delaware corporation.
2. The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of Delaware on June 24, 1999 and amended and
restated on August 8, 1999.
3. The Certificate of Incorporation of this corporation shall be
amended and restated to read in full as set forth on EXHIBIT A attached hereto.
4. The Amended and Restated Certificate of Incorporation has been duly
adopted by this corporation's Board of Directors and stockholders in accordance
with the applicable provisions of Section 228, 242 and 245 of the General
Corporation Law of the State of Delaware.
Executed at Reno, Nevada on January 19, 2000.
/S/ KEN HAWK
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Ken Hawk, President
/S/ MICK DELARGY
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Mick Delargy, Secretary
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
IGO CORPORATION
ARTICLE I
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A. NAME. The name of the corporation is IGO CORPORATION (the
"Corporation").
B. PURPOSE. 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 Delaware.
ARTICLE II
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The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
ARTICLE III
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This Corporation is authorized to issue two classes of stock,
designated "Common Stock" and "Preferred Stock." The total number of shares of
Common Stock which the Company shall have the authority to issue shall be
50,000,000, $0.001 par value per share, and the total number of shares of
Preferred Stock the Company shall have the authority to issue shall be
5,000,000, $0.001 par value per share. The Preferred Stock may be issued from
time to time in one or more series pursuant to a resolution or resolutions
providing for such issue duly adopted by the Board of Directors (authority to do
so being hereby expressly vested in the Board). The Board of Directors is
further authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors,
within the limits and restrictions stated in any resolution or resolutions of
the Board of Directors originally fixing the number of shares constituting any
series, may increase or decrease (but not below the number of shares in any such
series then outstanding), the number of shares of any series subsequent to the
issue of shares of that series.
ARTICLE IV
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The Board of Directors of the Corporation is expressly authorized to
make, alter or repeal Bylaws of the Corporation.
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ARTICLE V
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Elections of directors need not be by written ballot unless otherwise
provided in the Bylaws of the Corporation.
ARTICLE VI
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(A) To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or as may hereafter be amended, 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.
(B) The Corporation shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation or any predecessor of the Corporation, or serves or served at any
other enterprise as a director or officer at the request of the Corporation or
any predecessor to the Corporation.
(C) Neither any amendment nor repeal of this Article VI, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article VI, shall eliminate or reduce the effect of this
Article VI in respect of any matter occurring, or any action or proceeding
accruing or arising or that, but for this Article VI, would accrue or arise,
prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
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1. The affirmative vote of sixty-six and two-thirds percent (66-2/3%)
of the voting power of the then outstanding shares having voting privileges (the
"Voting Stock"), voting together as a single class, shall be required for the
adoption, amendment or repeal of any section of Article II of the Corporation's
Bylaws by the stockholders of this Corporation.
2. No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of the stockholders called in accordance
with the Bylaws.
3. Any director, or the entire Board of Directors, may be removed from
office at any time (i) with cause by the affirmative vote of the holders of at
least a majority of the voting power of all of the then-outstanding shares of
the Voting Stock, voting together as a single class; or (ii) without cause by
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares of the
Voting Stock.
4. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal this Article VII.
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ARTICLE VIII
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Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation.
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