Exhibit
3.1
CERTIFICATE
OF INCORPORATION
OF
INTERNET
INTERNATIONAL COMMUNICATIONS LTD.
The
undersigned natural, adult person, acting as incorporator of a corporation
(hereinafter usually referred to as the "Corporation") pursuant to the
provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE
I
Name
The
name
of the Corporation shall be Internet International Communications
Ltd.
ARTICLE
II
Duration
The
period of duration of the Corporation shall be perpetual.
ARTICLE
III
Purpose
The
purpose for which the Corporation is organized is to transact any or all
lawful
business for which corporations may be incorporated pursuant to the Delaware
Corporation Law.
ARTICLE
IV
Capital
Stock
The
authorized capital stock of the Corporation shall consist of 30,000,000 shares
of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock,
$0.0001 par value.
ARTICLE
V
Preferences,
Limitations, and Relative Rights of Capital Stock
No
share
of the common stock shall have any preference over or limitation in respect
to
any other share of such common stock. All shares of common stock shall have
equal rights and privileges, including the following:
1.
All
shares of common stock shall share equally in dividends. Subject to the
applicable provisions of the laws of this State, the Board of Directors of
the
Corporation may, from time to time, declare and the Corporation may pay
dividends in cash, property, or its own shares, except when the Corporation
is
insolvent or when the payment thereof would render the Corporation insolvent
or
when the declaration or payment thereof would be contrary to any restrictions
contained in this Certificate of Incorporation. When any dividend is paid
or any
other distribution is made, in whole or in part, from sources other than
unreserved and unrestricted earned surplus, such dividend or distribution
shall
be identified as such, and the source and amount per share paid from each
source
shall be disclosed to the stockholder receiving the same concurrently with
the
distribution thereof and to all other stockholders not later than six months
after the end of the Corporation's fiscal year during which such distribution
was made.
2.
All
shares of common stock shall share equally in distributions in partial
liquidation. Subject to the applicable provisions of the laws of this State,
the
Board of Directors of the Corporation may distribute, from time to time,
to its
stockholders in partial liquidation, out of stated capital or capital surplus
of
the Corporation, a portion of its assets in cash or property, except when
the
Corporation is insolvent or when such distribution would render the Corporation
insolvent. Each such distribution, when made, shall be identified as a
distribution in partial liquidation, out of stated capital or capital surplus,
and the source and amount per share paid from each source shall be disclosed
to
all stockholders of the Corporation concurrently with the distribution thereof.
Any such distribution may be made by the Board of Directors from stated capital
without the affirmative vote of any stockholders of the
Corporation.
3.
Each
outstanding share of common stock shall be entitled to one vote at stockholders'
meetings, either in person or by proxy.
(b)
The
designations, powers, rights, preferences, qualifications, restrictions and
limitations of the preferred stock shall be established from time to time
by the
Corporation's Board of Directors, in accordance with the Delaware Corporation
Law.
(c)
1.
Cumulative voting shall not be allowed in elections of directors or for any
purpose.
2.
No
holders of shares of capital stock of the Corporation shall be entitled,
as
such, to any preemptive or preferential right to subscribe to any unissued
stock
or any other securities which the Corporation may now or hereafter be authorized
to issue. The Board of Directors of the Corporation, however, in its discretion
by resolution, may determine that any unissued securities of the Corporation
shall be offered for subscription solely to the holders of common stock of
the
Corporation, or solely to the holders of any class or classes of such stock,
which the Corporation may now or hereafter be authorized to issue, in such
proportions based on stock ownership as said board in its discretion may
determine.
3.
The
Board of Directors may restrict the transfer of any of the Corporation's
stock
issued by giving the Corporation or any stockholder "first right of refusal
to
purchase" the stock, by making the stock redeemable, or by restricting the
transfer of the stock under such terms and in such manner as the directors
may
deem necessary and as are not inconsistent with the laws of this State. Any
stock so restricted must carry a conspicuous legend noting the restriction
and
the place where such restriction may be found in the records of the
Corporation.
4.
The
judgment of the Board of Directors as to the adequacy of any consideration
received or to be received for any shares, options, or any other securities
which the Corporation at any time may be authorized to issue or sell or
otherwise dispose of shall be conclusive in the absence of fraud, subject
to the
provisions of these Articles of Incorporation and any applicable
law.
ARTICLE
VI
Registered
Agent
The
name
and address of the Corporation's initial registered agent shall be:
The
Company Corporation
1313
North Market Street
New
Castle County
Wilmington,
Delaware 19801-1151
The
Board
of Directors, however, from time to time may establish such other offices,
branches, subsidiaries, or divisions which it may consider to be
advisable.
ARTICLE
VII
Directors
The
affairs of the Corporation shall be governed by a board of not less than
one (1)
director, who shall be elected in accordance with the Bylaws of the Corporation.
Subject to such limitation, the number of directors shall be fixed by or
in the
manner provided in the Bylaws of the Corporation, as may be amended from
time to
time. The organization and conduct of the board shall be in accordance with
the
following:
l.
The
name and address of the initial Director, who shall hold office until the
first
annual meeting of the stockholders of the Corporation or until his successor
shall have been elected and qualified, is:
|
Name
|
|
Address
|
| Andrew Hromyk |
|
1177
West Hastings Street #1910 |
|
|
|
Vancouver,
B.C., Canada V6E-2K3
|
2.
The
directors of the Corporation need not be residents of Delaware and shall
not be
required to hold shares of the Corporation's capital stock.
3.
Meetings of the Board of Directors, regular or special, may be held within
or
without Delaware upon such notice as may be prescribed by the Bylaws of the
Corporation. Attendance of a director at a meeting shall constitute a waiver
by
him of notice of such meeting unless he attends only for the express purpose
of
objecting to the transaction of any business thereat on the ground that the
meeting is not lawfully called or convened.
4.
A
majority of the number of directors at any time constituting the Board of
Directors shall constitute a quorum for the transaction of
business.
5.
By
resolution adopted by a majority of the Directors at any time constituting
the
Board of Directors, the Board of Directors may designate two or more directors
to constitute an Executive Committee or one or more other committees each
of
which shall have and may exercise, to the extent permitted by law or in such
resolution, all the authority of the Board of Directors in the management
of the
Corporation; but the designation of any such committee and the delegation
of
authority thereto shall not operate to relieve the Board of Directors, or
any
member thereof, of any responsibility imposed on it or him by law.
6.
Any
vacancy in the Board of Directors, however caused or created, may be filled
by
the affirmative vote of a majority of the remaining directors, though less
than
a quorum of the Board of Directors. A director elected to fill a vacancy
shall
be elected for the unexpired term of his predecessor in office and until
his
successor is duly elected and qualified.
ARTICLE
VIII
Officers
The
officers of the Corporation shall be prescribed by the Bylaws of this
Corporation.
ARTICLE
IX
Meetings
of Stockholders
Meetings
of the stockholders of the Corporation shall be held at such place within
or
without Delaware and at such times as may be prescribed in the Bylaws of
the
Corporation. Special meetings of the stockholders of the Corporation may
be
called by the President of the Corporation, the Board of Directors, or by
the
record holder or holders of at least ten percent (l0%) of all shares entitled
to
vote at the meeting. At any meeting of the stockholders, except to the extent
otherwise provided by law, a quorum shall consist of a majority of the shares
entitled to vote at the meeting; and, if a quorum is present, the affirmative
vote of the majority of shares represented at the meeting and entitled to
vote
thereat shall be the act of the stockholders unless the vote of a greater
number
is required by law.
ARTICLE
X
Voting
When,
with respect to any action to be taken by stockholders of this Corporation,
the
laws of Delaware requires the affirmative vote of the holders of more than
a
majority of the outstanding shares entitled to vote thereon, or of any class
or
series, such action may be taken by the affirmative vote of the holders of
a
majority of the outstanding shares entitled to vote on such action.
ARTICLE
XI
Bylaws
The
initial Bylaws of the Corporation shall be adopted by its Board of Directors.
Subject to repeal or change by action of the stockholders, the power to alter,
amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in the
Board
of Directors.
ARTICLE
XII
Transactions
with Directors and Other Interested Parties
No
contract or other transaction between the Corporation and any other corporation,
whether or not a majority of the shares of the capital stock of such other
corporation is owned by the Corporation, and no act of the Corporation shall
in
any way be affected or invalidated by the fact that any of the directors
of the
Corporation are pecuniary or otherwise interested in, or are directors or
officers of, such other corporation. Any director of the corporation,
individually, or any firm with which such director is affiliated may be a
party
to or may be pecuniary or otherwise interested in any contract or transaction
of
the Corporation; provided, however, that the fact that he or such firm is
so
interested shall be disclosed or shall have been known to the Board of Directors
of the Corporation, or a majority thereof, at or before the entering into
such
contract or transaction; and any director of the Corporation who is also
a
director or officer of such other corporation, or who is so interested, may
be
counted in determining the existence of a quorum at any meeting of the Board
of
Directors of the Corporation which shall authorize such contract or transaction,
with like force and effect as if he were not such director or officer of
such
other corporation or not so interested.
ARTICLE
XIII
Limitation
of Director Liability and Indemnification
No
director of the Corporation shall have liability to the Corporation or to
its
stockholders or to other security holders for monetary damages for breach
of
fiduciary duty as a director; provided, however, that such provisions shall
not
eliminate or limit the liability of a director to the Corporation or to its
shareholders or other security holders for monetary damages for: (i) any
breach
of the director's duty of loyalty to the Corporation or to its shareholders
or
other security holders; (ii) acts or omissions of the director not in good
faith
or which involve intentional misconduct or a knowing violation of the law
by
such director; (iii) acts by such director as specified by the Delaware
Corporation Law; or (iv) any transaction from which such director derived
an
improper personal benefit.
No
officer or director shall be personally liable for any injury to person or
property arising out of a tort committed by an employee of the Corporation
unless such officer or director was personally involved in the situation
giving
rise to the injury or unless such officer or director committed a criminal
offense. The protection afforded in the preceding sentence shall not restrict
other common law protections and rights that an officer or director may
have.
The
word
"director" shall include at least the following, unless limited by Delaware
law:
an individual who is or was a director of the Corporation and an individual
who,
while a director of a Corporation is or was serving at the Corporation's
request
as a director, officer, partner, trustee, employee or agent of any other
foreign
or domestic corporation or of any partnership, joint venture, trust, other
enterprise or employee benefit plan. A director shall be considered to be
serving an employee benefit plan at the Corporation's request if his duties
to
the Corporation also impose duties on or otherwise involve services by him
to
the plan or to participants in or beneficiaries of the plan. To the extent
allowed by Delaware law, the word "director" shall also include the heirs
and
personal representatives of all directors.
This
Corporation shall be empowered to indemnify its officers and directors to
the
fullest extent provided by law, including but not limited to the provisions
set
forth in the Delaware Corporation Law, or any successor provision.
ARTICLE
XIII
Incorporator
The
name
and address of the incorporator of the Corporation is as follows:
|
Name
|
|
Address
|
| William T. Hart |
|
1624 Washington Street |
|
|
|
Denver,
CO 80203
|
IN
WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his signature
on the 5th day of December, 1997.
|
/s/
William T. Hart
William
T. Hart
|
| |
| |
STATE
OF
DELAWARE
CERTIFICATE
OF AMENDMENT
of
CERTIFICATE
OF INCORPORATION
First:
That at a meeting of the Board of Directors of INTERNET INTERNATIONAL
COMMUNICATIONS LTD. resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and requesting a majority of the stockholders
of
said corporation to give their consent in writing thereto. The resolutions
setting forth the proposed amendments are as follows:
BE
IT
RESOLVED THAT, that effective May 7, 1999 the Certificate of Incorporation
of
this corporation be amended by changing the article thereof numbered "I"
so
that, as amended, said Article shall be and read as follows:
Article
I
Name
The
name
of the Corporation shall be "PARAMOUNT SERVICES CORP.
BE
IT
RESOLVED THAT, that effective May 7, 1999 each issued and outstanding share
of
this Corporation's Common stock shall automatically convert into 0.5 shares
of
this Corporation's Common stock. Notwithstanding the above, no fractional
shares
will be issued. Any shareholder of this Corporation who on May 7, 1999 owned
less than two shares, and who would therefor otherwise receive less than
one
share of this Corporation's Common stock shall be entitled to receive $.0001
for
each share of this Corporation's Common stock owned by such shareholder
immediately prior to the effective date of this amendment, provided such
shareholder sends a written request for payment to this Corporation. Any
fractional share which as a result of the foregoing would otherwise be issued
to
a shareholder of this Corporation shall be rounded down to the nearest whole
share.
Second:
That thereafter, pursuant to resolution of its Board of Directors, a majority
of
the stockholders of said corporation gave their consent in writing to the
preceding resolutions in lieu of a meeting of stockholders pursuant to ss.228
of
the General Corporation Law of the State of Delaware.
Third:
That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General corporation Law of the State of
Delaware.
Fourth:
That the capital of said corporation shall not be reduced under or by reason
of
said amendment.
|
BY:
/s/
ANDREW HROMYK
|
| NAME: Andrew Hromyk |
| |
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
of
CERTIFICATE
OF INCORPORATION
First
That at a meeting of the Board of Directors of PARAMOUNT SERVICES CORP
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of said corporation, declaring said amendments
to
be advisable and requesting a majority of the stockholders of said corporation
to give their consent in writing thereto The resolutions setting forth the
proposed amendments are as follows
BE
IT
RESOLVED THAT, that effective September 15, 1999 each issued and outstanding
share of this Corporation’s Common stock, after giving effect to the reverse
stock split provided for at the special meeting of stockholders held September
14 1999, shall automatically convert into twenty shares of this Corporation
s
Common stock
Second.
That
thereafter a majority of the stockholders of said corporation voted in favor
of
the preceding resolution at a meeting of stockholders held on September 15th,
1999.
Third.
That
said amendment was duly adopted in accordance with the provisions of Section
242
of the General corporation Law of the State of Delaware
Fourth.
That the
capital of said corporation shall not be reduced under or by reason of said
amendment.
|
BY:
/s/
ANDREW HROMYK
|
| NAME: Andrew Hromyk |
| |
PARAMOUNT
SERVICES CORP.
Amendment
to
the
Certificate
of Incorporation
Pursuant
to the provisions of the Delaware General Corporation Law, Paramount Services
Corp. adopts the following Amendments to its Certificate of
Incorporation:
The
following amendments were adopted on February 25, 2000. Such amendments were
adopted by a vote of the shareholders. Notice of the Special Meeting of
Shareholders at which the amendments were adopted was given in accordance
with
Section 222 of the Delaware General Corporation Law. The number of shares
voted
for the amendments was sufficient for approval pursuant to Section 242 of
the
Delaware General Corporation Law.
Amendments
Article
I
of the Certificate of Incorporation is amended to read as follows:
The
name
of the Corporation is wowtown.com, Inc.
The
following paragraph is added to Article IV:
Effective
February 25, 2000 each share of this Corporation's issued and outstanding
common
stock shall automatically convert into two shares of this Corporation's common
stock.
| |
|
|
| |
PARAMOUNT
SERVICES CORP. |
|
|
|
| Date: February
25, 2000 |
By: |
/s/ DAVID
PACKMAN |
| |
David
Packman, |
| |
President |
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
of
CERTIFICATE
OF INCORPORATION
Pursuant
to the provisions of the Delaware General Corporation Law Wowtown.com, Inc
adopts the following Amendments to its Certificate of
Incorporation:
The
following amendments were adopted on April 4, 2001. Such amendments were
adopted
by a vote of the shareholders. Notice of the Special Meeting of Shareholders
at
which the amendments were adopted was given in accordance with Section 222
of
the Delaware General Corporation Law. The number of shares voted for the
amendments was sufficient for approval pursuant to section 242 of the Delaware
General Corporation Law.
Amendment
The
following paragraph is added to Article IV
Effective
April 12, 2001 each five issued and outstanding shares of this Corporation’s
common stock shall automatically convert into one share of this C corporation’s
common stock Notwithstanding the above no fractional shares will be issued.
Any shareholder
of this Corporation who on April 11, 2001 owned less then five shares, and
who
would therefore otherwise receive less than one share of this Corporation’s
common stock shall be entitled to receive $0.0001 for each share of this
Corporation s common stock owned by such shareholder immediately prior to
the
effective date of this amendment provided such shareholder sends a written
request for payment to this Corporation. Any fractional share which as a
result
of the foregoing would otherwise be issued to a shareholder of this Corporation
shall be rounded down to the nearest whole share
| |
|
|
| |
WOWTOWN.COM
INC |
|
|
|
| Date
April 6,
2001 |
By: |
/s/ Stephen
Jackson |
| |
Stephen
Jackson |
| |
Secretary
|
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENF
of
CERTIFICATE
OF INCORPORATION
Pursuant
to the provisions of the Delaware General Corporation Law, Phoenix Star
Ventures, Inc adopts the following Amendments to its Certificate of
Incorporation:
The
following amendments were adopted on November 30 2001. Such amendments were
adopted by a vote of the shareholders. Notice of the Special Meeting of
Shareholders at which the amendments were adopted was given in accordance
with
Section 222 of the Delaware General Corporation Law. The number of shares
voted
for the amendments was sufficient for approval pursuant to Section
242 of
the
Delaware General Corporation Law.
Amendment
The
following paragraph is added to Article IV
| |
Effective
December 7, 2001 each nine issued and outstanding shares of this
Corporation’s common stock shall automatically convert into one share of
this Corporation’s common stock. Notwithstanding the above, no fractional
5hares will be issued Any shareholder of this Corporation who on
December
6, 2001 owned less than nine shares and who would therefore otherwise
receive less than one
share
of this Corporation’s common stock shall be entitled to receive $0 0001
for each share of this Corporation’s common stock owned by such
shareholder immediately prior to the effective date of this amendment,
provided such shareholder sends a written request for payment to
this
Corporation. Any fractional share, which as a result of the foregoing
would otherwise be issued to a shareholder of this Corporation.
shall he
rounded down to the nearest whole
share.
|
| |
|
|
| |
PHOENIX
STAR VENTURES INC
|
|
|
|
| Date:
November 30, 2001 |
By: |
/s/
Stephen Jackson |
| |
Stephen
Jackson |
| |
President |
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
WPCS
INTERNATIONAL INCORPORATED
The
undersigned, being the Chief Executive Officer and Secretary of WPCS
International Incorporated, a corporation existing under the laws of the
State
of Delaware, do hereby certify under the seal of the said corporation as
follows:
!.
The
name of the Corporation (hereinafter referred to as the “Corporation”) is WPCS
International Incorporated. The date of filing the original certificate of
incorporation with the Secretary of State of Delaware was December 18,
1997
2
The
certificate of incorporation of the Corporation is hereby amended by replacing
Article FOURTH, its entirety, with the following:
The
authorized capital stock of the Corporation shall consist of 75,000,000 shares
of common stock, $0.000l par value, and 5,000,000 shares of preferred stock,
$0.0001 par value.
3
The
amendment of the certificate of incorporation herein certified has been duly
adopted by the unanimous written consent of the Corporation a Board of Directors
and a majority of the Corporation’s stockholders m accordance with the
provisions of Sections 141(f), 228 and 242 of the General Corporation Law
of the
State of Delaware
IN
WITNESS WHEREOF,
the Corporation has caused its corporate seal to be hereunto axed and the
Certificate of Amendment of the Corporations Certificate of Incorporation
to be
signed by Andrew Hidalgo, its President and Secretary, this 14th day of June,
2004.
|
BY:
Andrew
Hidalgo,
Chief
Executive Officer and Secretary
|
|
|
| |
CERTIFICATE
OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
WPCS
INTERNATIONAL INCORPORATED
The
undersigned, being the Chief Executive Officer of WPCS INTERNATIONAL
INCORPORATED, a corporation existing under the laws of the State of Delaware,
does hereby certify as follows:
1. The
name
of the Corporation is WPCS International Incorporated (the “Corporation”). The
date of filing the original certificate of incorporation with the Secretary
of
State of Delaware was December 18, 1997.
2. 1. The
certificate of incorporation of the Corporation is hereby amended by replacing
Article Fourth, in its entirety, with the following:
“ARTICLE
4: The
Corporation is authorized to issue two classes of stock. One class of stock
shall be Common Stock, par value $0.0001. The second class of stock shall
be
Preferred Stock, par value $0.0001. The Preferred Stock, or any series thereof,
shall have such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions providing for the
issue
of such stock adopted by the board of directors and may be made dependent
upon
facts ascertainable outside such resolution or resolutions of the board of
directors, provided that the matter in which such facts shall operate upon
such
designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of stock is clearly and expressly set
forth
in the resolution or resolutions providing for the issuance of such stock
by the
board of directors. The outstanding shares of Common Stock shall be reverse
split on a one-for-twelve basis, effective as of the filing date of this
Certificate of Amendment. The number of authorized, but unissued shares shall
not be affected by the reverse stock split.
The
total
number of shares of stock of each class which the Corporation shall have
authority to issue and the par value of each share of each class of stock
are as
follows:
| Class |
Par
Value
|
Authorized Shares
|
| Common |
$0.0001
|
75,000,000
|
| Preferred |
$0.0001
|
5,000,000
|
|
Totals:
|
|
80,000,000
|
3. The
foregoing amendment of the Certificate of Incorporation of the Corporation
has
been duly adopted by the unanimous written consent of the Corporation’s Board of
Directors and a majority of the Corporation’s shareholders in accordance with
the provisions of Sections 141(f), 228 and 242 of the General Corporation
Law of
the State of Delaware.
4. The
foregoing amendment shall be effective as of January 10, 2005.
IN
WITNESS WHEREOF,
the
Corporation has caused this Certificate of Amendment of the Corporation's
Certificate of Incorporation to be signed by Andrew Hidalgo, its Chief Executive
Officer and Secretary, this 20th day of December 2004.
| |
|
|
| |
WPCS
INTERNATIONAL
INCORPORATED
|
|
|
|
| |
By: |
/s/ ANDREW
HIDALGO |
| |
ANDREW
HIDALGO |
| |
Chief
Executive Officer
and Secretary |