EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
VICTORIA ENTERPRISES, INC.
ARTICLE I - NAME
1. The name of the corporation is Victoria Enterprises, Inc.
ARTICLE II - REGISTERED AGENT
2. The address of its registered office in the State of Delaware is 201
North Walnut Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Company Corporation.
ARTICLE III - PURPOSE
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.
ARTICLE IV - CAPITALIZATION
4. The total number of shares of stock which the corporation shall have
the authority to issue is 31,000,000.
4.1 Of the authorized shares, 30,000,000 shall be shares of common
stock (the "Common Stock") with a par value of $.001 per share.
4.2 Of the authorized shares, 1,000,000 shall be shares of preferred
stock (the "Preferred Stock") with a par value of $.10 per share. The
designations of the Preferred Shares and the powers, preferences,
qualifications, limitations or restrictions, and relative rights thereof shall
be as follows:
a. The board of directors is expressly authorized at any time
and from time to time to provide for the issuance of the Preferred Stock in one
or more series, with such voting powers and with such designations, preferences
and relative, participating, option or other special rights and qualifications,
limitations or restrictions thereof as shall be expressed in the resolution or
resolutions providing for the issue thereof adopted by the board of directors
and as are not expressed in this Certificate of Incorporation or any amendment
hereto, including (but without limiting the generality of the foregoing the
following:
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(1) the designation of such series;
(2) the dividend rate of such series, the conditions
and dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or on any-other series of any class or classes of capital stock of the
corporation, and whether such dividends shall be cumulative or noncumulative;
(3) whether the shares of such series may be redeemed
by the corporation, and, if so, the times, prices and other terms and conditions
of such redemption;
(4) the terms and amount of any sinking fund provided
for the purchase or redemption of the shares of such series;
(5) whether the shares of such series shall be
convertible into or exchangeable for shares of any other class or classes or of
any other series of any class or classes of capital stock of the corporation,
and, if the provision be made for conversion or exchange, the times, prices,
rates, adjustments and other terms and condition of such conversion or exchange.
(6) the restrictions and conditions, if any, upon the
issue or reissue of any additional Preferred Shares ranking on a parity with or
prior to such shares as to dividends or upon dissolution; and
(7) the rights of holders of the shares of such
series upon the liquidation or the distribution of assets of the corporation,
which rights may be different in the case of a voluntary liquidation than in the
case of an involuntary liquidation.
b. Except as otherwise required by law and except for such
voting powers with respect to the election of directors or other matters as may
be stated in the resolutions of the board of directors creating any series of
Preferred Shares, the holders of any such series shall have no voting power
whatsoever.
c. 200,000 shares of Preferred Stock are hereby designated
Series A Preferred Stock ("A Preferred Stock") with the following rights,
preferences and limitations:
(i) the A Preferred Stock shall be non-voting, (ii)
the holders of the A Preferred Stock, as a group, shall have the right to
receive, pro rata, a mandatory dividend of 10% of the Company's adjusted gross
profit as reflected on its annual corporate income tax return and to be paid
within ten days of the filing thereof, and (iii) upon dissolution or winding up
of the Company, 10% of the assets of the Company shall be distributed on a pro
rata basis to the holders of the A Preferred Stock prior to division and
distribution of assets to the holders of the Company's Common Stock.
4.3 Each share of common stock shall be entitled to one vote,
either in person or by proxy, at all stockholder meetings.
4.4 Cumulative voting shall not be allowed in the election of
directors.
4.5 All outstanding shares of common stock shall share equally
in dividends and upon liquidation subject to the rights of any Preferred Shares.
Dividends are payable at the discretion of the board of directors at such times
and in such amounts as it deems advisable, subject to the rights of any
Preferred Shares and the provisions of the Delaware General Corporation Law.
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ARTICLE V - INCORPORATOR
5. The name and mailing address of the incorporator is as follows:
NAME MAILING ADDRESS
Kimberly Andras The Company Corporation,
201 N. Walnut St.
Wilmington, DE 19801
6. The corporation is to have perpetual existence.
ARTICLE VI - LIMITATION OF LIABILITY
7. 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 hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated as true, and
accordingly have hereunto set my hand this 1st day of December, 1995.
/s/ Kimberly Andras
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