EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF THE REGISTRANT
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CERTIFICATE OF INCORPORATION
OF
IPO INVESTORS NETWORK, INC.
ARTICLE I
The name of the corporation is IPO Investors Network, Inc.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
a. The aggregate number of shares of all classes of capital stock that the
corporation shall have authority to issue is 125,000,000 shares. The shares are
to be divided into the following classes:
100,000,000 shares of common stock having a par value of $.0001 per share and
designated as "Common Stock" amounting in the aggregate to Ten Thousand Dollars
($10,000.00).
25,000,000 shares of preferred stock with a par value of $.0001 per share and
designated as "Preferred Stock" amounting in the aggregate to Two Thousand Five
Hundred Dollars ($2,500.00).
b. The designations, preferences, limitations and relative rights of each
class of capital stock is as follows:
i. Preferred Stock. The Board of Directors of the Corporation is expressly
vested with the authority to divide the Preferred Stock into one or more
series and to fix, determine and state the voting power, dividend,
redemption, conversion and liquidation rights, designations, preferences
and relative, participating, optional or other special rights of the
shares of series and the qualifications, limitations and restrictions
thereof in the resolution or resolutions providing for the issuance of
such stock adopted by the Board of Directors.
ii. Common Stock. The following are provisions common to all classes of
Common Stock:
(1) Subject to the prior and superior rights of the Preferred Stock and on
the conditions set forth in any resolution or resolutions of the Board
of Directors providing for the issuance of any particular series of
the Preferred Stock, the Board of Directors may declare and pay
dividends on the Common Stock from time to time as funds may be
legally available therefor, which may be payable in cash, stock or
other property.
(2) In the event of the liquidation, dissolution or winding up of the
affairs of the Corporation and after all payments and distributions
shall have been made in full to the holders of the Preferred Stock as
may have been required under the terms of the resolution or
resolutions of the Board of Directors providing for the issuance of
any particular series of the Preferred Stock, the remaining assets and
funds of the Corporation shall be distributed among the holders of the
Common Stock according to their respective shares.
(3) Subject to the voting rights, if any, as may be set forth in any
resolution or resolutions of the Board of Directors providing for the
issuance of any particular series of any Preferred Stock, the holders
of the Common Stock shall be entitled to one vote for each share held
at all meetings of the stockholders of the Corporation.
ARTICLE V
The corporation is to have perpetual existence.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute, the
board of directors is expressly authorized to adopt, alter or repeal its bylaws.
ARTICLE VII
Elections of directors need not be by written ballot unless the by-laws of the
corporation shall so provide.
ARTICLE VIII
Meetings of stockholders may be held within or without the State of Delaware,
as the bylaws may provide. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation.
ARTICLE IX
Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this 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 this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this 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 this 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 this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this 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 this corporation, as the case may be, and also on this
corporation.
ARTICLE X
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.
ARTICLE XI
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 injury resulting from a breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for injury resulting from acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, as the same exists or hereafter may be
amended, or (iv) for injury resulting from any transaction from which the
director derives an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended so as to authorize the further elimination
or limitation of the liability of directors to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
then the preceding sentence, shall automatically, by virtue hereof and without
any further action on the part of the Corporation or its stockholders, be
further limited so as to be limited to the fullest extent permitted by the
Delaware General Corporation Law. Any repeal or modification of this Section by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation with regard to actions taken or omitted before such repeal or
modification.
ARTICLE XII
The name and address of the incorporator is Richard A. Kranitz, Kranitz &
Philipp, 1238 12th Avenue, Grafton, WI 53024.
Executed in duplicate this 27th day of June, 2000.
/s/ RICHARD A. KRANITZ
Richard A. Kranitz, Incorporator
[ACKNOWLEDGEMENT]