EXHIBIT 3.1B
State of Delaware
OFFICE OF THE SECRETARY OF STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF INCORPORATION OF "KNUTEK INTERNATIONAL, INC.", FILED IN THIS
OFFICE ON THE FOURTH DAY OF SEPTEMBER, A.D. 2001, AT 2 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/S/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
3432331 8100 AUTHENTICATION: 1327059
010436538 DATE: 09-04-01
State of Delaware
Secretary of State
Division of Corporations
Filed 02:00 PM 09/04/2001
010436538 - 3432331
CERTIFICATE OF INCORPORATION
OF
KNUTEK INTERNATIONAL, INC.
* * * * *
1. The name of the corporation is kNutek International, Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation law of Delaware.
4. This corporation is authorized to issue one class of shares of stock
to be designated "Common Stock". The total number of shares that the
corporation is authorized to issue is one billion (1,000,000,000) shares
with a par value of one-tenth of one cent ($0.001) per share.
5. The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Jean L. Batman Duane, Morris & Heckscher LLP
100 Spear Street, 15th Floor
San Francisco, California 94105
The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified is as follows:
Jim Knut Larsson kNutek Holdings, Inc.
2713 San Pablo Avenue
Berkeley, CA 94702
6. The corporation is to have perpetual existence.
7. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
8. 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 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 derived any improper personal benefit.
THE UNDERSIGNED, being the incorporator herein before named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this Certificate, hereby declaring and
certifying that this is his act and deed and the facts herein stated are
true, and accordingly has hereunto set his hand this 31st day of August,
2001.
/s/ Jean L. Batman
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Jean L. Batman
Duane, Morris & Heckscher LLP
100 Spear Street, 15th Floor
San Francisco, California 94105