Exhibit 3.1
[LOGO]
State
of
DELAWARE
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Office of SECRETARY OF STATE
I, Glenn C. Kenton, Secretary of State of the State of Delaware, do hereby
certify that the attached is a true and correct copy of Certificate of
Incorporation filed in this office on August 24, 1981.
[SEAL] /s/ Glenn C. Kenton
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Glenn C. Kenton, Secretory of State
BY: /s/ B. Knowlas
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DATE: August 24, 1981
CERTIFICATE OF INCORPORATION
OF
ALFACELL CORPORATION
THE UNDERSIGNED, of the age of 21 years or over, in order to form a
corporation pursuant to the provisions of the Delaware Business Corporation Act,
hereby certify as follows:
FIRST: The name of the Corporation is ALFACELL CORPORATION.
SECOND: THE address of its registered office in the State of Delaware is
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporate Trust Company.
THIRD: The nature of the business and the purpose to be conducted and
promoted by the Corporation which shall be in addition to the authority of the
Corporation to conduct any lawful purpose and to engage in any lawful act or
activity for which corporations may be organized under the Delaware Business
Corporation Act are as follows:
(a) To establish and conduct a bio-chemical research and production
business and to perform all functions relating to research,
development and marketing of various biomedical agents; research in
anti-tumor agents and collections and processing of biological
products; marketing of bioproducts from rabbit, bovine, sheep, swine
and chicken sources; these bioproducts include whole blood, sera,
plasma, blood cells, organs, tissues and glands.
(b) to use its research staff and facility to begin producing
immunochemicals, including: animal antistera to various standard-
antigens, purified protein antigens, custom immune sera and purified
immune gamma globulin.
(c) to design and install a fully equipped radio labelling research
laboratory and production unit, the facility will offer a custom radio
labelling service for immune chemicals and cells, and may develop a
market for radioimmune assay kits.
(d) to produce monoclonal antibody production for the production and/or
purification of alpha and gamma human interferons, to use such
technology to make specific immunoadsorbant columns to purify the
interferon which the company produces, to market and sell these
purified interferons in the medical field; to use hybridoma technology
in research to produce human tumor specific antibodies;
(e) to employ and utilize a fully computerized data collection system
which can retrieve information at any period during the experiments,
the system will minimize human error and provide each client with
computerized information.
(f) To purchase or otherwise acquire, all or any part of the business,
property and assets of any kind, of any entity, and to pay therefor,
in whole or in part with cash or other property, or with securities of
the corporation or otherwise, and to assume all or any part of the
liabilities of any such entity; to hold, maintain or operate, or to
dispose of the whole or any part of the business, good will, property
and assets so acquired and to exercise all powers advantageous or
necessary to the successful conduct of any such business.
(g) To purchase, or otherwise acquire, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of stock of, or
any bonds or other securities created by any other corporation or
corporations organized under the laws of any state, nation or
government, and while the owner thereof to exercise all the rights,
powers and privileges of ownership.
(h) To borrow monies for any of the purposes of the corporation without
limit as to the amount and to make, execute and deliver promissory
notes and other negotiable or non-negotiable instruments and evidences
of indebtedness, and to secure the payment thereof by mortgage or
pledge of the whole or any part of the property of the corporation,
whether at the time owned or thereafter acquired, and to sell, pledge
or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.
(i) To execute guarantees and other undertakings and agreements assuming
the obligations or liabilities of any other corporation, person, firm
or association, and to mortgage and pledge its property and assets as
security therefor, whether in its ordinary course of business, or as
an accomodation, or otherwise.
(j) To purchase, hold, sell, assign, pledge and transfer the shares of its
own capital stock; provided it shall not use its funds or property for
the purchase of its own shares of capital stock when such would cause
any impairment of its capital stock, except as otherwise permitted by
law; and provided further that shares of its own capital stock
belonging to it shall not be voted upon directly or indirectly.
(k) To conduct its business and operations, purchase, have or acquire one
or more offices or other properties, enter into, make and perform
contracts or agreements of any kind, and act through agents,
representatives or employees, without restriction or limit as to
number, in any of the states or other jurisdictions of the United
States, and in any and all foreign countries, colonies and
territories, subject to applicable law, and without limit as to
amount, to purchase, lease or otherwise acquire and dispose of real
and personal property and interests
in any of the United States and in any and all foreign countries,
subject to applicable law.
(l) In general to carry on any other similar business in connection with
the foregoing, and to have and exercise all of the powers conferred by
the laws of Delaware upon corporations formed under the Delaware
Business Corporation Act.
(m) To have and exercise all powers necessary, advisable or convenient for
the conduct of the business of the corporation, and to effect any and
all of the purposes for which the corporation is formed and to
exercise all implied powers and rights in the conduct of the business
which the corporation may possess.
The foregoing provisions of this THIRD Article shall be construed both as
purposes and powers and each as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be deemed to limit or
restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall not, except when otherwise provided
in this Article THIRD, be in any way limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
Certificate of Incorporation provided that the corporation shall not conduct any
business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote or exercise.
FOURTH: The corporation is authorized to issue 15 million shares of common
stock, $.001 par value.
FIFTH: The initial board of directors shall consist of 3 members which
number may be amended by the By-Laws, and the names and addresses of the persons
who are to serve as such directors are as follows:
SIXTH: The names and address of Incorporators of the corporation are as
follows:
Name Mailing Address
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1. Mr. Andrew Oras 110 West Tenth Street
Wilmington, Delaware 19801
2. John B. M. Frohling 110 West Tenth Street
Wilmington, Delaware 19801
SEVENTH: The directors and officers of the Corporation shall be
indemnified by the corporation against reasonable costs, expenses and counsel
fees paid or incurred in connection with any action, suit or proceeding in
which such director or officer or his legal representative is a party by
reason of his being or having been such officer or director. The indemnification
herein provided for shall be subject to such conditions, limitations and
restrictions as may be imposed thereon by law from time to time, and shall be
in addition to and not in restriction or limitation of any other privilege or
power which the corporation may otherwise have with respect to the
indemnification or reimbursement of directors or officers.
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Incorporation this 12th. day of June, 1981.
/s/ Andrew Oras
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Andrew Oras
/s/ John. B.M. Frohling, Esq.
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John. B.M. Frohling, Esq.