Exhibit
3.1
CERTIFICATE
OF INCORPORATION
OF
TELECOMM
SALES NETWORK, INC.
The
undersigned, for the purpose of organizing a corporation for conducting the
business and promoting the purposes hereinafter stated, under the provisions and
subject to the requirements of the laws of the State of Delaware (particularly
Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and
supplemental thereto, and known, identified, and referred to as the
“General
Corporation Law of the State of Delaware”),
hereby certifies that:
ARTICLE
I
NAME
OF CORPORATION
The name
of the corporation is Telecomm Sales Network, Inc. (the “Corporation”).
ARTICLE
II
REGISTERED
OFFICE
The
address, including street, number, city, and county, of the registered office of
the corporation in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801, New Castle County. The name of the
registered agent of the corporation in the State of Delaware at such address is
The Corporation Trust Company.
ARTICLE
III
PURPOSE
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 the State of
Delaware (the “GCL”).
ARTICLE
IV
AUTHORIZED
STOCK
The total
number of shares of all classes of stock which the Corporation shall have
authority to issue shall be one hundred five million (105,000,000) shares, of
which one hundred million (100,000,000) shares shall be common stock, par value
$0.0001 per share (the “Common
Stock”) and
five million (5,000,000) shares shall be preferred stock, par value $0.0001 per
share (the “Preferred
Stock”). All
of the shares of Common Stock shall be of one class.
The
shares of Preferred Stock shall be undesignated Preferred Stock and may be
issued from time to time in one or more series pursuant to a resolution or
resolutions providing for such issuance and duly adopted by the Board of
Directors of the Corporation, authority to do so being hereby expressly vested
in the Corporation’s Board of Directors. The Board of Directors is further
authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The Board of Directors of the
Corporation, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series.
The
authority of the Board of Directors of the Corporation with respect to each such
class of series of Preferred Stock shall include, without limitation of the
foregoing, the right to determine and fix:
the
distinctive designation of such class or series and the number of shares to
constitute such class or series;
the rate
at which dividends on the shares of such class or series shall be declared and
paid or set aside for payment, whether dividends at the rate so determined shall
be cumulative or accruing, and whether the shares of such class or series shall
be entitled to any participating or other dividends in addition to dividends at
the rate so determined, and if so, on what terms;
the right
or obligation, if any, of the Corporation to redeem shares of the particular
class or series of Preferred Stock and, if redeemable, the price, terms and
manner of such redemption;
the
special and relative rights and preferences, if any, and the amount or amounts
per share, which the shares of such class or series of Preferred Stock shall be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;
the terms
and conditions, if any, upon which shares of such class or series shall be
convertible into, or exchangeable for, shares of capital stock of any other
class or series, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
the
obligation, if any, of the Corporation to retire, redeem or purchase shares of
such class or series pursuant to a sinking fund or fund of a similar nature or
otherwise, and the terms and conditions of such obligations;
voting
rights, if any, on the issuance of additional shares of such class or series or
any shares of any other class or series of Preferred Stock;
limitations,
if any, on the issuance of additional shares of such class or series or any
shares of any other class or series of Preferred Stock; and
such
other preferences, powers, qualifications, special or relative rights and
privileges thereof as the Board of Directors of the Corporation, acting in
accordance with this Certificate of Incorporation, may deem advisable and are
not inconsistent with the law and the provisions of this Certificate of
Incorporation.
ARTICLE
V
INCORPORATOR
The
incorporator of the Corporation is James F. Verdonik, having a mailing address
of c/o Daniels Daniels & Verdonik, P.A., Post Office Drawer 12218, Research
Triangle Park, North Carolina 27709-2218.
ARTICLE
VI
ELECTION
OF DIRECTORS
The
election of directors of the Corporation need not be by written ballot unless
otherwise required by the bylaws of the Corporation.
ARTICLE
VII
BYLAWS
In
furtherance and not in limitation of the powers conferred by the laws of the
State of Delaware, the Board of Directors of the Corporation is hereby expressly
authorized to make, alter and repeal bylaws of the Corporation, subject to the
power of the stockholders of the Corporation to alter or repeal any bylaw,
whether adopted by them or otherwise.
ARTICLE
VIII
NUMBER
OF DIRECTORS
The
number of directors that constitutes the entire Board of Directors of the
Corporation shall be as specified in the bylaws of the Corporation.
ARTICLE
IX
MEETINGS
OF THE STOCKHOLDERS
Meetings
of stockholders of the Corporation may be held within or without the State of
Delaware, as the bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provisions of applicable statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation.
ARTICLE
X
LIMITATION
OF LIABILITY OF DIRECTORS;
INDEMNIFICATION
OF DIRECTORS AND OFFICERS;
PERSONAL
LIABILITY OF DIRECTORS
The
Corporation shall indemnify each of the Corporation’s directors and officers in
each and every situation where, under Section 145 of the GCL, as amended from
time to time (“Section
145”), the
Corporation is permitted or empowered to make such indemnification. The
Corporation may, in the sole discretion of the Board of Directors of the
Corporation, indemnify any other person who may be indemnified pursuant to
Section 145 to the extent that the Board of Directors deems advisable, as
permitted by Section 145.
No
director shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided, however,
that the foregoing shall not eliminate or limit the liability of a director of
the Corporation (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 GCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the GCL is subsequently amended to
further eliminate or limit the liability of a director, then a director of the
Corporation, in addition to the circumstances in which a director is not
personally liable as set forth in the preceding sentence, shall not be liable to
the fullest extent permitted by the amended GCL. For purposes of this Article X,
“fiduciary duty as a director” shall include any fiduciary duty arising out of
service at the Corporation’s request as a director of another corporation,
partnership, joint venture or other enterprise, and “personal liability to the
Corporation or its stockholders” shall include any liability to such other
corporation, partnership, joint venture, trust or other enterprise and any
liability to the Corporation in its capacity as a security holder, joint
venturer, partner, beneficiary, creditor or investor of or in any such other
corporation, partnership, joint venture, trust or other enterprise.
Neither
any amendment nor repeal of this Article X nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article X shall
eliminate or reduce the effect of this Article X in respect of any matter
occurring, or any cause of action, suite or claim that, but for this Article X,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE
XI
COMPROMISE
OR ARRANGEMENT
Whenever
a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or on the application of any receiver or receivers appointed for
this Corporation under Section 291 of the GCL or on the application
of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such a manner as the said
court directs. If a majority in a number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement an to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders of this Corporation as the case
may be, and also on this Corporation.
ARTICLE
XII
AMENDMENT
OF PROVISIONS OF CERTIFICATE OF INCORPORATION
The
Corporation reserves the right at any time, and from time to time, to amend,
alter, change or repeal any provisions contained in the Certificate of
Incorporation, and other provisions authorized by the State of Delaware at the
time in force may be added or inserted, in the manner now or hereafter
prescribed the statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
IN
WITNESS WHEREOF, the
undersigned, being the sole incorporator hereinbefore named, hereby signs this
certificate for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware this 26th day of August,
2004.
|
/s/
James F. Verdonik |
|
James
F. Verdonik, Sole Incorporator |