EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
TEEN EDUCATION GROUP, INC.
ARTICLE 1
The name of the corporation is TEEN EDUCATION GROUP, INC. (the
"Corporation").
ARTICLE 2
The address of the registered office of the Corporation in the State of
Delaware is 2711 Center Road, Suite 400, Wilmington, Delaware 19809. The name of
the registered agent of the Corporation is The Company Corporation.
ARTICLE 3
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.
ARTICLE 4
The Corporation shall have the authority to issue an aggregate of
100,000,000 shares of common stock, each with a par value of $.001 per share
(the "Common Stock"), and an aggregate of 5,000,000 shares of preferred stock,
each with a par value of $.001 per share, undesignated as to terms and
preferences (the "Preferred Stock").
The designations and the voting powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the Common Stock that are fixed by this
Certificate of Incorporation and the express grant of authority to the Board of
Directors to fix by resolution or resolutions the designations and the voting
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of the
Preferred Stock that are not fixed by this Certificate of Incorporation are as
follows and as elsewhere set forth herein:
1. Issuance of Preferred Stock. The Preferred Stock may be issued at any
time or from time to time in any amount as Preferred Stock of one or more
series, as hereinafter provided. Each share of any one series of Preferred Stock
shall be identical in all respects except as to the date from which dividends
thereon may be cumulative, each series of Preferred Stock shall be distinctly
designated by letter or descriptive words, and all series of Preferred Stock
shall rank equally and be identical in all respects except as permitted by the
provisions of Section 2 of this Article 4. Shares of Preferred Stock shall be
issued only as fully paid and nonassessable shares.
2. Powers, Preferences, and Other Rights. Authority is hereby expressly
granted to and vested in the Board of Directors at any time or from
time to time, without action by or approval of the stockholders, to issue the
Preferred Stock as Preferred Stock of one or more series, to fix by resolution
or resolutions providing for the issuance of shares of any series the
designations and the voting powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of such series so far as not inconsistent with the
provisions of this Article 4 applicable to all series of Preferred Stock, and to
the full extent now or hereafter permitted by the laws of the State of Delaware,
including the following:
(a) the distinctive designation of such series and the number of shares
that shall constitute such series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof then outstanding) from
time to time by action of the Board of Directors;
(b) the rate or rates of dividends payable on shares of such series,
whether dividends shall be cumulative and, if so, the date or dates from which
dividends shall be cumulative on the shares of such series, the preferences,
restrictions, limitations and conditions upon the payment of dividends, and the
dates on which dividends, if declared, shall be payable;
(c) whether shares of such series shall be redeemable and, if so, the
terms and provisions of such redemption, including the date or dates upon or
after which they shall be redeemable, the amount per share payable in case of
redemption, which amount may vary under different conditions and at different
redemption dates, and the manner of selecting shares for redemption;
(d) the rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
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Corporation, and the relative rights of priority, if any, of payment of shares
of such series;
(e) whether shares of such series shall have a purchase, retirement or
sinking fund for the purchase, retirement or redemption of shares of such series
and, if so, the terms and provisions thereof;
(f) whether shares of such series shall have conversion privileges and,
if so, the terms and provisions thereof, including provisions for adjustment of
the conversion rate in such events as the Board of Directors shall determine;
(g) whether shares of such series shall have voting rights, in addition
to voting rights provided by law, and, if so, the terms and provisions thereof;
and
(h) any other preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions
thereof.
3. Dividends. The holders of the Preferred Stock of each series shall be
entitled to receive such dividends, when and as declared by the Board of
Directors, out of funds legally available therefor, as they may be entitled to
in accordance with the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such series, payable on such dates as
may be fixed in such resolution or resolutions. Subject to the foregoing and to
any further limitations prescribed in accordance with the provisions of Section
2 of this Article 4, the Board of Directors may declare, out of funds legally
available therefor, dividends upon the then-outstanding shares of Common Stock,
and shares of Preferred Stock of any series shall not be entitled to participate
therein.
4. Liquidation and Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Preferred Stock of each series shall be entitled to receive, out
of the assets of the Corporation available for distribution to its stockholders,
before any distribution of assets shall be made to the holders of the Common
Stock, the amount per share provided by the Board of Directors pursuant to
Section 2 of this Article 4, which may include an amount equal to any cumulative
dividends thereon to the date of final distribution to the holders of the
Preferred Stock. If upon any liquidation, dissolution or winding up of the
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Corporation the assets available for distribution shall be insufficient to pay
the holders of all outstanding shares of Preferred Stock the full amounts to
which they respectively shall be entitled, unless otherwise provided by the
Board of Directors pursuant to Section 2 of this Article 4, the holders of
shares of Preferred Stock of all series shall participate ratably in any
distribution of assets according to the respective amount that would be payable
in respect to the shares of Preferred Stock held by them upon such distribution
if all amounts payable in respect of the Preferred Stock of all series were paid
in full. Neither a statutory merger nor consolidation of the Corporation into or
with any other corporation, nor a statutory merger or consolidation of any other
corporation, into or with the Corporation, nor a sale, transfer or exchange or
lease of all or any part of the assets of the Corporation, shall be deemed to be
a liquidation, dissolution or winding up of the Corporation within the meaning
of this Section 4.
5. Redemption. The Corporation, at the option of the Board of Directors,
may redeem the whole or any part of the Preferred Stock of any series at the
price or prices and on the terms and conditions provided in the resolution or
resolutions of the Board of Directors providing for the issuance of such series.
6. General Provisions.
(a) Anything herein or in any resolution or resolutions of the Board of
Directors providing for the issuance of any series of Preferred Stock to the
contrary notwithstanding, the rights of holders of all classes and series of
capital stock of the Corporation in respect of dividends and purchase,
retirement or sinking funds, if any, shall at all times be subject to the power
of the Board of Directors from time to time to set aside such reserves and to
make such other provisions, if any, as the Board of Directors shall deem to be
necessary or advisable for working capital, for expansion of the Corporation's
business (including the acquisition of real and personal property for that
purpose) and for any other purpose of the Corporation.
(b) Except as otherwise provided by law or by this Certificate of
Incorporation or by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock, the vote of the
holders of all or any portion of any class or series of capital stock, as a
class or series, shall not be required for any action to be taken or authorized
by the stockholders of the Corporation, including any amendment of this
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Certificate of Incorporation. Without limiting the foregoing, the number of
authorized shares of Common Stock or any series thereof may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, without regard for the provisions of Section 242(b) of the
General Corporation Law of the State of Delaware. Except as otherwise provided
by law or by this Certificate of Incorporation, each holder of shares of Common
Stock shall be entitled to one vote for each share of Common Stock held by such
holder.
(c) Except as otherwise provided by law or by this Certificate of
Incorporation or by the resolution or resolutions of the Board of Directors
providing for the issuance of any series of Preferred Stock or by the instrument
governing the security, obligation, warrant, option or right, no holder of
shares of any class or series of capital stock of the Corporation or of any
security or obligation convertible into, or of any warrant, option or right to
subscribe for, purchase or otherwise acquire, shares of any class or series of
capital stock of the Corporation, whether now or hereafter authorized, shall, as
such holder, have any preemptive right to subscribe for, purchase or otherwise
acquire shares of any class or series of capital stock of the Corporation or any
security or obligation convertible into, or any warrant, option or right to
subscribe for, purchase or otherwise acquire, shares of any class or series of
capital stock of the Corporation, whether now or hereafter authorized.
(d) Authority is hereby expressly granted to and vested in the Board of
Directors at any time and from time to time, without action by or approval of
the stockholders, to declare, create and issue, with respect to shares of any
class or series of capital stock of the Corporation, dividends or distributions
in, or options or rights to acquire, shares of any class or series of capital
stock of the Corporation, or other securities, and to fix by resolution or
resolutions providing for the declaration, creation and issuance of any such
dividend, distribution, right or option, the terms, provisions, rights,
qualifications, limitations or restrictions thereof so far as not inconsistent
with the provisions of this Article 4, and to the full extent now or hereafter
permitted by the laws of the State of Delaware, including (a) provisions for the
adjustment thereof upon an acquisition of shares, reorganization, merger,
consolidation, sale of assets, business combination or other event, and (b)
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provisions that prevent the holder of a specified percentage of outstanding
shares of any class or series of capital stock of the Corporation, including
transferees of such holder, from exercising rights thereunder.
ARTICLE 5
1. Board of Directors. The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors.
2. Number, Term. The initial Board of Directors shall consist of one (1)
member. The initial member of the Board of Directors shall be the incorporator.
Said member shall serve as Director until the first annual meeting of the
stockholders or until his successor shall have been duly selected or elected and
qualified. The initial number of directors shall be established in the Bylaws of
the Corporation and the number of directors may be increased or decreased by as
duly adopted amendment to the Bylaws of the Corporation. The Bylaws of the
Corporation may provide that the directors are to be divided into not to exceed
three classes, as nearly equal in number as possible. The classification of
directors may be decreased by a duly adopted amendment to the Bylaws of the
Corporation and the term of each class may be established by a duly adopted
amendment to the Bylaws of this Corporation; provided, however, that in no event
shall a director be elected for more than a three-year term.
3. In the event that there is only one class of directors and a vacancy,
the Board of Directors may fill such vacancy or newly created directorship for
the remainder of the unexpired term by vote of the majority of the remaining
directors, though less than a quorum. In the event that there are various
classes of directors and there is a vacancy occurring in any class or a newly
created directorship resulting from establishing a class or an increase in the
number of directors in any class, the Board of Directors may fill such vacancy
or newly created directorship for the remainder of the unexpired term by vote of
the majority of the remaining directors, though less than a quorum. The
directors of each class shall hold office for the term for which elected and
until the successors to such class are elected, and nothing herein shall prevent
any retiring director from being eligible for re-election.
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4. Removal. The stockholders shall have the right to remove any directors
for cause upon the affirmative vote of a majority of the votes entitled to be
cast by the holders of all outstanding shares of capital stock entitled to vote
generally in the election of directors of the Corporation, voting together as a
single class.
5. Written Ballot. Elections of directors need not be by written ballot.
6. Liability. 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, provided that this Section 6 shall not eliminate
or limit the liability of a director to the extent provided by applicable law
(a) for any breach of the duty of loyalty of the director, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) for any unlawful action under Section 174 of the General
Corporation Law of the State of Delaware or (d) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of
this Section 6 shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of the director occurring prior to such amendment or repeal. If the
laws of the State of Delaware are hereafter changed to permit further
elimination or limitation of the liability of directors, then the liability of
each director of the Corporation shall thereupon be eliminated or limited to the
fullest extent then permitted by law.
7. Amendment of the Bylaws. The Board of Directors shall have concurrent
power with the stockholders to adopt, alter, amend or repeal the Bylaws of the
Corporation. The Board of Directors may so adopt or change the Bylaws upon the
affirmative vote of the number of directors which shall constitute, under the
provisions of the Bylaws, the action of the Board of Directors. The stockholders
may not so adopt or change the Bylaws except upon the affirmative vote of a
majority of the votes entitled to be cast by the holders of all outstanding
shares of stock entitled to vote, voting together as a single class.
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8. General Provisions.
(a) In addition to the powers and authority herein or by law expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the State
of Delaware, this Certificate of Incorporation and any Bylaws adopted by the
stockholders; provided, however, that no Bylaws hereafter adopted by the
stockholders shall invalidate any prior act of the directors that would have
been valid if such Bylaws had not been adopted.
(b) No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of the stockholders. Unless otherwise
specifically provided by law or this Certificate of Incorporation, a special
meeting of stockholders, for any purpose or purposes, may be called only by the
Chairman, the Chief Executive Officer, the President or the Secretary and shall
be called by any such person at the request in writing of a majority of the
Board of Directors. Such request shall state the purpose or purposes of the
meeting.
ARTICLE 6
Subject to the provisions of this Certificate of Incorporation, the
Corporation reserves the right to alter, amend or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed
by law, and all rights of stockholders or others hereunder are subject to such
reservation.
ARTICLE 7
No action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.
ARTICLE 8
1. Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that the person is or was a
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director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; PROVIDED, HOWEVER, that, except as provided in Section 3
of this Article 8 with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
2. Right to Advancement of Expenses. In addition to the right to
indemnification conferred in Section 1 of this Article 8, an indemnitee shall
also have the right to be paid by the Corporation the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER,
that, if the General Corporation Law of the State of Delaware requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay such amounts if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise.
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3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of
this Article 8 is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be twenty (20) days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (a) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (b) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the General
Corporation Law of the State of Delaware. Neither the failure of the Corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit.
4. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article 8 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Bylaws, agreement, vote of stockholders or directors
or otherwise.
5. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation,
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or any person who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any expense, liability asserted
against such person and incurred by such person in such capacity, or arising out
of such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.
6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, 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 with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.
7. Nature of Rights. The rights conferred upon indemnitees in this Article
8 shall be contract rights and such rights shall continue as to an indemnitee
who has ceased to be a director, officer or trustee and shall inure to the
benefit of the indemnitee's heirs, executors and administrators. Any amendment,
alteration or repeal of this Article 8 that adversely affects any right of an
indemnitee or its successors shall be prospective only and shall not limit or
eliminate any such right with respect to any proceeding involving any occurrence
or alleged occurrence of any action or omission to act that took place prior to
such amendment or repeal.
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ARTICLE 9
The name and mailing address of the incorporator of the Corporation is:
Ronald J. Stauber
1880 Century Park East
Suite 300
Los Angeles, CA 90067
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the General Corporation Law of the State
of Delaware, does make and file this certificate.
Dated: April 11, 2007
_____________________
Ronald J. Stauber
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