Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
FLEXPOINT SENSOR SYSTEMS, INC.
(a Delaware corporation)
(As amended)
The undersigned, in order to form a corporation pursuant to the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Corporation is Flexpoint Sensor Systems, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is National Registered Agents, Inc., 160 Green tree Drive
Suite 101, in the city of Dover, County of Kent 19904. The name of its
registered agent at the address is National Registered Agents, Inc.
THIRD: 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 the State of Delaware.
FOURTH: The total number of shares of all classes which the Corporation
is authorized to have outstanding is One Hundred and One Million (101,000,000)
shares of which stock One Hundred Million (100,000,000) shares in the par
value of $.001 each, amounting in the aggregate of One Hundred Thousand
Dollars ($100,000) shall be common stock and of which One Million (1,000,000)
shares in the par value of $.001 each, amounting in the aggregate to One
Thousand Dollars ($1,000) shall be preferred stock.
The board of directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the authorized 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 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;
(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 date 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 rates;
(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;
(h) Any other relative rights, preferences and limitations of that
series, unless otherwise provided by the certificate of
determination.
FIFTH: Election of directors or an annual or special meeting of
stockholders need not be by written ballot unless the bylaws of the
Corporation shall otherwise provide. The number of directors of the
Corporation which shall constitute the whole board of directors shall be such
as from time to time shall be fixed by or in the manner provided in the
bylaws.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, repeal,
alter, amend and rescind the bylaws of the Corporation.
SEVENTH: A director of the Corporation shall not be personally liable
for monetary damages to the Corporation or its stockholders for breach of any
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 derives an
improper personal benefit.
EIGHTH: A director or officer of the Corporation shall not be
disqualified by his or her office from dealing or contracting with the
Corporation as a vendor, purchaser, employee, agent or otherwise. No
transaction, contract or act of the Corporation shall be void or voidable or
in any way affected or invalidated by reason of the fact that any director or
officer of the Corporation is a member of any firm, a stockholder, director or
officer of any corporation or trustee or beneficiary of any trust that is in
any way interested in such transaction, contract or act. No director or
officer shall be accountable or responsible to the Corporation for or in
respect to any transaction, contract or act of the Corporation or for any gain
or profit directly or indirectly realized by him or her by reason of the fact
that he or she or any firm in which he or she is a member or any corporation
of which he or she is a stockholder, director, or officer, or any trust of
which he or she is a trustee, or beneficiary, is interest in such transaction,
contract or act; provided the fact that such director or officer or such firm,
corporation, trustee or beneficiary of such trust, if so interest shall have
been disclosed or shall have been known to the members of the board of
directors as shall be present at any meeting at which action upon such
contract, transaction or act shall have been taken. Any director may be
counted in determining the existence of a quorum at any meeting of the board
of directors which shall authorize or take action in respect to any such
contract, transaction or act, and may vote thereat to authorize, ratify or
approve any such contract, transaction or act, and any officer of the
Corporation may take any action within the scope of his or her authority,
respecting such contract, transaction or act with like force and effect as if
he or she or any firm of which he or she is a member, or any corporation of
which he or she is a stockholder, director or officer, or any trust of which
he or she is a trustee or beneficiary, were not interested in such
transaction, contract or act. Without limiting or qualifying the foregoing,
if in any judicial or other inquiry, suit, cause or proceeding, the question
of whether a director or officer of the Corporation has acted in good faith is
material, and notwithstanding any statue or rule of law or equity to the
contrary (if any there be) his or her good faith shall be presumed in the
absence of proof to the contrary by clear and convincing evidence.
NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8
of the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be , to be summoned in such a manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors of
class of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
TENTH: The Corporation reserves the right to amend and repeal any
provision contained in this certification of incorporation in the matter
prescribed by the laws of the State of Delaware. All rights herein conferred
are granted subject to this reservation.
ELEVENTH: The incorporator is Jehu Hand whose mailing address is 29691
Monarch Drive, San Juan Capistrano California 92675.