EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MACE SECURITY INTERNATIONAL, INC.
FIRST: The name of the Corporation is MACE SECURITY INTERNATIONAL, INC.
SECOND: Its registered office in the State of Delaware is to be located
at Hudson, Jones, Jaywork, Williams & Liguori, 225 South State Street, Dover,
Kent County, Delaware 19901, in the City of Dover, County of Kent, State of
Delaware. The registered agent in charge thereof is William S. Hudson, Esquire.
The principal place of business, unless authorized by the Board of Directors of
the corporation, shall be at 160 Benmont Avenue, Bennington County, State of
Vermont.
THIRD: The nature of the business, and the objects and purposes to be
transacted, promoted and carried on, are to do any or all of the things herein
mentioned, or to do any or all of the lawful acts or activities for which
corporations may be organized under the General Corporation Laws of the State of
Delaware as fully and to the same extent as natural persons might or could do.
The specific nature of the business and the object and purpose proposed to be
transacted and/or carried on by the corporation shall be the manufacture and
sale of personal defense products and all other lawful purposes as authorized
and empowered pursuant to the corporation law of the State of Delaware.
IN FURTHERANCE AND NOT IN LIMITATION of the general powers conferred by the
laws of the State of Delaware and the objects and purposes herein set forth, it
is expressly provided that this corporation shall also have the following
powers, viz:
To take, own, hold, deal in, mortgage or otherwise lien, and to lease,
sell, exchange, transfer, or in any manner dispose of and to deal and trade in
goods, wares, merchandise, and property of any and every manner whatever dispose
of real property within or without the State of Delaware, wherever situated.
To manufacture, purchase or acquire in any lawful manner, and to own, hold,
mortgage, pledge, sell, exchange, transfer, or in any manner dispose of and to
deal and trade in goods, wares, merchandise, and property of any and every class
and description, and in any part of the world.
To acquire the goodwill, rights, and property, and to undertake the whole
or any part of the assets or liabilities of any person, firm, association or
corporation; to pay for the same in cash or with stock or bonds of the
corporation, or any part of the property so purchased; to conduct in any lawful
manner the whole or any part of any business to be acquired, and to exercise all
the powers necessary or convenience in and about the conduct and management of
such business.
To apply for, purchase or in any manner to acquire and to hold, own, use
and operate, and to sell or in any manner dispose of, and to grant licenses or
other rights in respect of, and in any manner deal with any and all rights,
inventions, improvements and process used in connection with or secured under
letters patent or copyrights of the United States or other countries, or
otherwise, and to work, operate or develop the same and to carry on any
business, manufacturing or otherwise, which may be directly or indirectly
effectuate these objects or any of them.
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences for indebtedness created by any other corporation or
corporations of this State or any other State, country, nation or government,
and while owner of said stock may exercise all the rights, powers, and
privileges of ownership, including the right to vote thereon, to the same extent
as natural persons might or could do.
To enter into, make and perform contracts of every kind with any person,
firm, association or corporation, municipality, body, politic, country,
territory, State, government or colony or dependency thereof, and without limit
as to amount to draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable whether or transferable instruments and evidences of
indebtedness whether secured by mortgage or otherwise, as well as to secure the
same by mortgage or otherwise, so far as may be permitted by the laws of the
State of Delaware.
To have offices, conduct its business and promote its objects within and
without the State of Delaware, in other states, the District of Columbia, the
territories and colonies of the United States, and in foreign countries, without
restriction as to the place or amount.
To do any or all of the things herein set forth to the same extent as
natural persons might or could do and in any part of the world, as principals,
agents, contractors, trustees, or otherwise, and either alone or in company with
others.
In general to carry on any other business in connection therewith, whether
manufacturing or otherwise, not forbidden by the laws of the State of Delaware,
and with all the powers conferred upon corporations by the laws of the State of
Delaware.
FOURTH: The amount of the total authorized capital stock of the
Corporation is 20,000,000 shares at a par value of 0.01 each, consisting of
2,000,000 shares of preferred stock and 18,000,000 shares of common stock.
FIFTH: The names and mailing address of the incorporator is as follows:
William S. Hudson, Esquire, 225 South State Street, Dover, DE 19901.
SIXTH: The Directors shall have the power to make and to alter or amend
the By-Laws; to fix the amount to be reserved as working capital, and to
authorize and cause to be executed, mortgages and liens without limit as to the
amount, upon the property and franchise of this Corporation.
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With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
authority to dispose, in any manner, of the whole property of this Corporation.
The By-Laws shall determine and to what extent the accounts and books of
this Corporation, or any of them, shall be open to the inspection of the stock
holders; and no stockholder shall have any right of inspecting any account, or
book, or document of this Corporation, except as conferred by the law or the By-
Laws or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in this Certificate of Incorporation, but
that the objects, purposes and powers specified in the Third paragraph and in
each of the clauses or paragraphs of this Charter, shall be regarded as
independent objects, purposes and powers.
I, the undersigned, for the purpose of forming a corporation under the laws
of the State of Delaware, do make, file and record this certificate, and do
hereby certify that the facts herein stated are true; and I have accordingly
hereunto set my hand and seal.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
/s/ William S. Hudson
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WILLIAM S. HUDSON, Incorporator
Dover, Delaware
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