CERTIFICATE OF INCORPORATION
OF
WILON ENERGY GROUP, INC.
ARTICLE I
Name
The name of the Corporation is Wilon Energy Group, Inc.
ARTICLE II
Registered Office and Agent
The address of its registered office in the State of Delaware is Trolley
Square, Suite 26 C, Wilmington, County of Newcastle, State of Delaware. The name
of its registered agent at such address is Inc. Plan (USA), Inc.
ARTICLE III
Purposes
The purpose for which the Corporation is organized is to transact all
lawful business for which corporations may be incorporated pursuant to the laws
of the State of Delaware. The Corporation shall have all the powers of a
corporation organized under the General Corporation Law of the State of
Delaware.
ARTICLE IV
Capital Stock
A. Number and Designation. The Corporation shall have authority to issue 60
million shares of capital stock, of which 50 million shall be shares of
common stock, par value $0.001 per share ("Common Stock") and 10 million
shall be shares of preferred stock, par value $0.001 per share ("Preferred
Stock"). Upon payment of consideration such shares shall be deemed to be
fully paid and nonassessable.
B. Common Stock. Except as otherwise required by law, the holders of Common
Stock will be entitled to one vote per share on all matters to be voted on
by the Corporation's shareholders.
C. Serial Preferred Stock. The board of directors of the Corporation is
authorized, by resolution from time to time adopted, to provide for the
issuance of serial preferred stock in series and to fix and state the
powers, designations, preferences and relative, participating, optional or
other special rights of the shares of each such series, and the
qualifications, limitation or restrictions.
ARTICLE V
Repurchase of Shares
The Corporation may from time to time, pursuant to authorization by the
board of directors of the Corporation and without action by the stockholders,
purchase or otherwise acquire shares of any class, bonds, debentures, notes,
scrip, warrants, obligations, evidences or indebtedness, or other securities of
the Corporation in such manner, upon such terms, and in such amounts as the
board of directors shall determine; subject, however, to such limitations or
restrictions, if any, as are contained in the express terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law.
ARTICLE VI
Stockholders
A. Action by Written Consent. Action required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of
stockholders may be effected by written consent of stockholders in lieu of
a meeting of stockholders, only by the vote of the holders of not less than
2/3 of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors.
B. Special Meetings. Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the holders of not
less than 1/2 of the voting power of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.
C. Place of Meetings. Meetings of stockholders may be held at such place as
the by-laws may provide.
ARTICLE VII
Notice for Nominations and Proposals
Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of stockholders may be
made by the board of directors of the Corporation or by any stockholder of the
Corporation entitled to vote generally in the election of directors.
ARTICLE VIII
Directors
A. Number. The number of directors of the Corporation shall be such number,
not less than one nor more than nine (exclusive of directors, if any, to be
elected by holders of preferred stock of the Corporation), as shall be
provided from time to time in a resolution adopted by the board of
directors, provided that no decrease in the number of directors shall have
the effect of shortening the term of any incumbent director, and provided
further that no action shall be taken to decrease or increase the number of
directors from time to time unless at least two-thirds of the directors
then in office shall concur in said action. Exclusive of directors, if any,
elected by holders of preferred stock, vacancies in the board of directors
of the Corporation, however caused, and newly created directorships shall
be filled by a vote of two-thirds of the directors then in office, whether
or not a quorum, and any director so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the
class to which the director has been chosen expires and when the director's
successor is elected and qualified.
B. Directors Elected by Preferred Stockholders. Whenever the holders of any
one or more series of preferred stock of the Corporation shall have the
right, voting separately as a class, to elect one or more directors of the
Corporation, the board of directors shall include said directors so elected
and not be in addition to the maximum number of directors fixed as provided
in this Article VIII. Notwithstanding the foregoing, and except as
otherwise may be required by law, whenever the holders of any one or more
series of preferred stock of the Corporation elect one or more directors of
the Corporation, the terms of the director or directors elected by such
holders shall expire at the next succeeding annual meeting of stockholders.
ARTICLE IX
Removal of Directors
Notwithstanding any other provision of this Certificate or the by-laws of
the Corporation, any director or all the directors of a single class (but not
the entire board of directors) of the Corporation may be removed, at any time,
but only for cause and only by the affirmative vote of the holders of at least
2/3 of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors cast at a
meeting of the stockholders called for that purpose. Notwithstanding the
foregoing, whenever the holders of any one or more series of preferred stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, the preceding provisions of this Article
IX shall not apply with respect to the director or directors elected by holders
of preferred stock.
ARTICLE X
Indemnification
Any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (whether or not by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
incorporator, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise (including an employee benefit plan), shall be
entitled to be indemnified by the corporation to the full extent then permitted
by law against expenses (including counsel fees and disbursements), judgments,
fines (including excise taxes assessed on a person with respect to an employee
benefit plan), and amounts paid in settlement incurred by him in connection with
such action, suit, or proceeding. Such right of indemnification shall inure
whether or not the claim asserted is based on matters which antedate the
adoption of this Article X. Such right of indemnification shall continue as to a
person who has ceased to be a director, officer, incorporator, employee,
partner, trustee, or agent and shall inure to the benefit of the heirs and
personal representatives of such a person. The indemnification provided by this
Article X shall not be deemed exclusive of any other rights which may be
provided now or in the future under any provision currently in effect or
hereafter adopted of the by-laws, by any agreement, by vote of stockholders, by
resolution of disinterested directors, by provisions of law, or otherwise.
ARTICLE XI
Limitations on Directors' Liability
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: (A) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (B) for acts or omissions that are not
in good faith or that involve intentional misconduct or a knowing violation of
law, (C) under Section 174 of the General Corporation Law of the State of
Delaware, or (D) for any transaction from which the director derived any
improper personal benefit. If the General Corporation law of the State of
Delaware is amended after the date of filing of this Certificate to further
eliminate or limit 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 General Corporation Law of the State of Delaware, as so
amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
ARTICLE XII
Amendment of By-laws
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to adopt,
repeal, alter, amend and rescind the by-laws of the Corporation by a vote of
two-thirds of the board of directors. Notwithstanding any other provision of
this Certificate or the by-laws of the Corporation, and in addition to any
affirmative vote required by law (and notwithstanding the fact that some lesser
percentage may be specified by law), the by-laws shall be adopted, repealed,
altered, amended or rescinded by the stockholders of the Corporation only by the
vote of the holders of not less than 2/3 of the voting power of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors cast at a meeting of the stockholders called for that
purpose (provided that notice of such proposed adoption, repeal, alteration,
amendment or rescission is included in the notice of such meeting), or, as set
forth above, by the board of directors.
ARTICLE XIII
Amendment of Certificate of Incorporation
Subject to the provisions hereof, the Corporation reserves the right to
repeal, alter, amend or rescind any provision contained in this Certificate in
the manner now or hereafter prescribed by law, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing at any time and from time to time, the provisions set forth in
Articles VII, VIII, IX, X, XI, XII and this Article XIII may be repealed,
altered, amended or rescinded in any respect only if the same is approved by the
affirmative vote of the holders of not less than 2/3 of the voting power of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors.
ARTICLE XIV
INCORPORATOR
The name and address of the incorporator is:
Caroline Quigley
Trolley Square
Suite 26 C
Wilmington, DE 19806
I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation pursuant to the General Corporation Law of Delaware, do make and
file this Certificate of Incorporation, hereby declaring and certifying that the
facts herein stated are true, and accordingly have hereunto set my hand this 7th
day of May, 2003.
/s/Caroline Quigley
-------------------
Caroline Quigley,
Incorporator