Exhibit 3.1(i)
CERTIFICATE OF INCORPORATION
OF
Bio-Bridge Science, Inc.
1. The name of the corporation is Bio-Bridge Science, Inc.
2. The address of the corporation's registered office in the State of
Delaware is Paracorp Incorporated, 3500 South Dupont Highway, Dover, 19901, Kent
County, Delaware. The name of its registered agent at such address is Paracorp.
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 Delaware.
4. The corporation is authorized to issue shares as follows:
100,000,000 shares of Common Stock, par value $0.001 per share. Each share
of Common Stock shall entitle the holder thereof to one (1) vote on each matter
submitted to a vote at a meeting of stockholders.
5,000,000 shares of Preferred Stock, par value $0.001 per share, which may
be issued from time to time in one or more series pursuant to a resolution or
resolutions providing for such issue duly adopted by the Board of Directors
(authority to do so being hereby expressly vested in the Board of Directors).
The Board of Directors is further authorized, subject to limitations prescribed
by law, to fix by resolution or resolutions the designations, powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of any wholly unissued series of Preferred Stock, including without
limitation authority to fix by resolution or resolutions the dividend rights,
dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), redemption price or prices, and liquidation
preferences of any such series, and the number of shares constituting any such
series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the
total number of authorized shares of the class) or decrease (but not below the
number of shares of any such series then outstanding) the number of shares of
any series, the number of which was fixed by it, subsequent to the issuance of
shares of such series then outstanding, subject to the powers, preferences and
rights, and the qualifications, limitations and restrictions thereof stated in
the Certificate of Incorporation or the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of shares
of any series is so decreased, then the shares constituting such decrease shall
resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.
5. The name and mailing address of the incorporator are as follows:
Dorothy B. Vinski, Esq.
Richardson & Patel LLP
10900 Wilshire Boulevard, Suite 500
Los Angeles, California 90024
6. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the corporation is expressly authorized to adopt,
amend or repeal the Bylaws of the corporation.
7. The election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.
8. Limitation of Director's Liability and Indemnification of Directors and
Officers
A. Limitation of Director's Liability. To the fullest extent permitted
by the General Corporation Law of Delaware as the same exists or may
hereafter be amended, 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.
B. Indemnification of Directors and Officers. To the fullest extent
permitted by applicable law, the corporation is authorized to provide
indemnification of, and advancement of expenses to, directors, officers,
employees, other agents of the corporation and any other persons to which
the General Corporation Law of Delaware permits the corporation to provide
indemnification.
C. Repeal or Modification. Any repeal or modification of this Section
8, by amendment of such section or by operation of law, shall not adversely
affect any right or protection of a director, officer, employee or other
agent of the corporation existing at the time of, or increase the liability
of any such person with respect to any acts or omissions in their capacity
as a director, officer, employee, or other agent of the corporation
occurring prior to, such repeal or modification.
I, the undersigned, as the sole incorporator of the corporation, hereby
declare and certify that this certificate of incorporation is my act and deed
and that the facts stated in this certificate of incorporation are true.
October 26, 2004 /s/ Dorothy B. Vinski
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Dorothy B. Vinski, Incorporator
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