CERTIFICATE OF INCORPORATION
of
SHEFFIELD ACQUISITIONS, INC.
ARTICLE ONE
Name
The name of the Corporation is Sheffield Acquisitions, Inc.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is organized is to
engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the Corporation
shall have authority to issue is 60,000,000 shares, consisting of
50,000,000 shares of Common Stock having a par value of $.0001
per share and 10,000,000 shares of Preferred Stock having a par
value of $.0001 per share.
The Board of Directors is authorized 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 of Directors with respect to each
series of Preferred Stock 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 share 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;
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.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as soon
as its certificate of incorporation has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered office of
the Corporation and the name of its initial registered agent and
its business address is
The Prentice Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805 (County of New Castle)
The initial registered agent is a resident of the State of
Delaware.
ARTICLE SEVEN
Incorporator
Lee W. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-emptive
rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the Shareholders or
the Board of Directors. The power to alter, amend, or repeal the
by-laws or adopt new by-laws is vested in the Board of Directors,
subject to repeal or change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting of
the holders of a majority of the shares entitled to vote,
represented in person or by proxy) is sufficient for any action
which requires the vote or concurrence of Shareholders, unless
otherwise required or permitted by law or the by-laws of the
Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote. Cumulative
voting shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no contract or
other transaction between the Corporation and any of its
directors, officers or securityholders, or any corporation or
firm in which any of them are directly or indirectly interested,
shall be invalid solely because of this relationship or because
of the presence of the director, officer or securityholder at the
meeting of the Board of Directors or committee authorizing the
contract or transaction, or his participation or vote in the
meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall
apply only if:
(1) The material facts of the relationship or interest of
each such director, officer or securityholder are known or
disclosed:
(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction
by a majority of the directors present, each such interested
director to be counted in determining whether a quorum is present
but not in calculating the majority necessary to carry the vote;
or
(b) to the Shareholders and they nevertheless authorize or
ratify the contract or transaction by a majority of the shares
present, each such interested person to be counted for quorum and
voting purposes; or
(2) the contract or transaction is fair to the Corporation
as of the time it is authorized or ratified by the Board of
Directors, the committee or the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent
permitted from time to time by law:
(1) any person who is or was director, officer, agent or
employee of the Corporation, and
(2) any person who serves or served at the Corporation's
request as a director, officer, agent, employee, partner or
trustee of another corporation or of a partnership, joint
venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in
the right of the Corporation against a person named in Paragraph
(A) by reason of his holding a position named in Paragraph (A),
the Corporation shall indemnify him, if he satisfies the standard
in Paragraph (C), for expenses (including attorney's fees but
excluding amounts paid in settlement) actually and reasonably
incurred by him in connection with the defense or settlement of
the suit.
C. Standard--Derivative Suits. In case of a suit by or in
the right of the Corporation, a person named in Paragraph (A)
shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the
subject of the suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation.
However, he shall not be indemnified in respect of any claim,
issue or matter as to which he has been adjudged liable for
negligence or misconduct in the performance of his duty to the
Corporation unless (and only to the extent that) the court in
which the suit was brought shall determine, upon application,
that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity
for such expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action
or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of
his holding a position named in Paragraph (A), the Corporation
shall indemnify him, if he satisfies the standard in Paragraph
(E), for amounts actually and reasonably incurred by him in
connection with the defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a
nonderivative suit, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the
subject of the nonderivative suit, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation and , with respect to any criminal action or
proceeding, he had no reason to believe his conduct was unlawful.
The termination of a nonderivative suit by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person failed to satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A
determination that the standard of Paragraph (C) or (E) has been
satisfied may be made by a court of law or equity or the
determination may be made by:
(1) a majority of the directors of the Corporation (whether
or not a quorum) who were not parties to the action, suit or
proceeding, or
(2) independent legal counsel (appointed by a majority of
the directors of the Corporation, whether or not a quorum, or
elected by the Shareholders of the Corporation) in a written
opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under
Paragraph (F) may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any
expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the specific payment
and
(2) the person receiving the payment undertakes in writing
to repay unless it is ultimately determined that he is entitled
to indemnification by the Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by
Paragraphs (A) - (G) shall not be exclusive of any other rights
to which a person may be entitled by law or by by-law, agreement,
vote of Shareholders or disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person
who has ceased to hold a position named in paragraph (A) and
shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by
him in any such positions or arising out of this status as such,
whether or not the Corporation would have power to indemnify him
against such liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments,
and insurance purchases and payments made under Paragraphs (A) -
(K) shall be reported in writing to the Shareholders of the
Corporation with the next notice of annual meeting, or within six
months, whichever is sooner.
M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be
incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this
Article that directors, officers, agents and employees of the
Corporation shall be indemnified to the maximum degree allowed by
the General Corporation Law of the State of Delaware at all
times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being or
having been a director of the Corporation, shall have any
personal liability for monetary damages to the Corporation or any
of its Shareholders for any breach of fiduciary duty except as to
the extent provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in
this Article shall not eliminate or limit the liability of a
director to the Corporation or its Shareholders (i) for any
breach of the director's duty of loyalty to the Corporation or
its Shareholders (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law (iii) for any unlawful payment of dividends or unlawful stock
purchases or redemptions in violation of Section 174 of the
General Corporation Law of Delaware or (iv) for any transaction
for which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed
this certificate of incorporation on this 24th day of September,
1996.
___________________________________
Lee W. Cassidy