EXHIBIT 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:56 PM 08/29/2006
FILED 03:56 pm 08/29/06
SRV 060804065 - 4211899 FILE
CERTIFICATE OF INCORPORATION
OF
CARD ACTIVATION TECHNOLOGIES INC.
FIRST: The name of the corporation is Card Activation Technologies Inc.
(the "Corporation").
SECOND: The registered office of the Corporation in the State of Delaware
is located at 300 Martin Luther King Blvd., Suite 200, Wilmington, New Castle
County, Delaware 19801 and its registered agent is DCG Services, LLC.
THIRD: The purpose of the Corporation and the nature and objects of the
business to be transacted, promoted, and carried on are to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware ("DGCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one hundred seventy-five million (175,000,000) shares
of Common Stock with a par value of $0.0001 per share (hereinafter called
"Common Stock") and one million (1,000,000) shares of Preferred Stock with a par
value of $0.001 (hereinafter called "Preferred Stock").
FIFTH: The number of directors constituting the entire Board shall be as
set forth in or determined pursuant to the By-laws of the Corporation.
SIXTH: No director of the Corporation shall have any personal liability to
the Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision eliminating
such personal liability of a director shall not eliminate or limit the liability
of a director (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
174 of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL as so amended.
SEVENTH: The name and address of the incorporator is Judith T. Kaiser, 300
Martin Luther King Blvd., Suite 200, Wilmington, Delaware 19801.
EIGHTH: All of the powers of this Corporation, insofar as the same may be
lawfully vested by this Certificate of Incorporation in the Board of Directors,
are hereby conferred upon the Board of Directors of this Corporation. In
furtherance and not in limitation of that power the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time by-laws
of this Corporation, subject to the right of the shareholders entitled to vote
with respect thereto to adopt, alter, amend and repeal by-laws made by the Board
of Directors.
NINTH: The election of directors need not be by written ballot.
TENTH: 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 law and all rights conferred on officers,
directors, and stockholders herein are granted subject to this reservation.
THE UNDERSIGNED INCORPORATOR, for the purpose of forming a corporation
under the laws of the State of Delaware, does make, file and record this
Certificate of Incorporation, and does hereby declare that the facts herein
stated are true and I have accordingly set my hand this 27th day of August,
2006.
/s/ Judith T. Kaiser
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Judith T. Kaiser
Incorporator
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