Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
MLC HOLDINGS, INC.
The undersigned, a natural person, for the purpose of organizing MLC
Holdings, Inc. (the "Corporation") for conducting the business and promoting the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware (particularly Chapter 1, Title
8 of the Delaware Code, as amended, and referred to as the "Delaware General
Corporation Law"), hereby certifies that:
FIRST
The name of the Corporation is:
MLC HOLDINGS, INC.
SECOND
The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the
name of the Corporation's registered agent in the State of Delaware is
Corporation Service Company.
THIRD
The purpose of the Corporation is to engage in any lawful act or activity
for which Corporations may be organized under the Delaware General Corporation
Law.
FOURTH
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is twelve million (12,000,000) shares consisting
of ten million (10,000,000) shares of common stock having a par value of $.01
per share (the "Common Stock") and two million (2,000,000) shares of preferred
stock having a par value of $.01 per share (the "Preferred Stock").
The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law, to provide by resolution or resolutions for the
issuance of shares of the Preferred Stock as a class or in series, and, by
filing a certificate of designations, pursuant to the Delaware General
Corporation Law, setting forth a copy of such resolution or resolutions 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 the class or of each such series and the qualifications, limitations, and
restrictions thereof. The authority of the Board of Directors with respect to
the class or each series shall include, but not be limited to, determination of
the following:
a) the number of shares constituting any series and the distinctive
designation of that series;
b) the dividend rate of the shares of the class or of any 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 the class or of that series;
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c) whether the class or any 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 the class or any series shall have conversion privileges
and, if so, the terms and conditions of 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 the class or of any 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 the class or any series shall have a sinking fund for the
redemption or purchase of shares of the class or of that series, and if so,
the terms and amount of such sinking fund;
g) the rights of the shares of the class or of any series in the event
of voluntary or involuntary dissolution or winding up of the Corporation,
and the relative rights of priority, if any, of payment of shares of the
class or of that series; and
h) any other powers, preferences, rights, qualifications, limitations
and restrictions of the class or of that series.
All rights accruing to the outstanding shares of the Corporation not
expressly provided for to the contrary herein or in any certificate of
designation shall be vested exclusively in the Common Stock."
FIFTH
The name and mailing address of the Incorporator are as follows:
Benton Burroughs, Jr.
Hazel & Thomas, P.C.
3110 Fairview Park Drive
Suite 1400
Falls Church, Virginia 22042
SIXTH
The Incorporator shall appoint the initial directors of the Corporation
after filing of this Certificate of Incorporation. The terms of the initial
directors shall be determined by the Incorporator and thereafter by the Board of
Directors, with one class designated as elected for a one year term, the second
class designated as elected for a two year term and the third class designated
as elected for a three year term. At the first annual meeting of stockholders of
the Corporation, and at each subsequent annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election.
SEVENTH
The Corporation is to have perpetual existence.
EIGHTH
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
alter, or repeal the Bylaws of the Corporation.
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NINTH
No person shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director; provided,
however, that the foregoing shall not eliminate or limit the liability of a
director (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.
TENTH
The Corporation shall indemnify, in the manner and to the fullest extent
permitted by the Delaware General Corporation Law (and in the case of any
amendment thereto, to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), any person
(or the estate of any person) who is or was a party to, or is threatened to be
made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Corporation, and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan. The Corporation may,
to the fullest extent permitted by the Delaware General Corporation Law,
purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against such person. To the fullest extent
permitted by the Delaware General Corporation Law, the indemnification provided
herein may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement and any such expenses may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the person seeking indemnification
to repay such amounts if it is ultimately determined that he or she is not
entitled to be indemnified. The indemnification provided herein shall not be
deemed to limit the right of the Corporation to indemnify any other person for
any such expenses to the fullest extent permitted by the Delaware General
Corporation Law, nor shall it be deemed exclusive of any other rights to which
any person seeking indemnification from the Corporation may be entitled under
any agreement, the Corporation's Bylaws, vote of stockholders or disinterested
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office. The Corporation
may, but only to the extent that the Board of Directors may (but shall not be
obligated to) authorize from time to time, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article Tenth as they apply to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
ELEVENTH
From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered, or repealed, 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 and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article Eleventh.
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The effective date of this Certificate of Incorporation, and the date upon
which the existence of the Corporation shall commence, shall be the date upon
which the Secretary of State of the State of Delaware endorses the word "Filed"
on the Certificate.
I, the undersigned, being the Incorporator of the above mentioned
Corporation, do make this Certificate of Incorporation, hereby declaring and
certifying that this is my act and the facts stated herein are true, and
accordingly have hereunto set my hand upon this 27th day of August, 1996.
/s/ Benton Burroughs, Jr.
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Benton Burroughs, Jr.,
Incorporator
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