clesb-2083007ex31.htm
Exhibit
3.1
RESTATED
CERTIFICATE OF INCORPORATION OF
ALTERNATIVE
ETHANOL TECHNOLOGIES, INC.
This
Restated Certificate of Incorporation has been duly adopted by the Corporations
Board of Directors and Stockholders in accordance with the applicable provisions
of Section 242 and 245 of the General Corporation Law of the State of
Delaware.
ARTICLE
1
Name
The
name
this Corporation was initially organized under is Long Road Entertainment,
Inc.
The name of the Corporations was to Alternative Ethanol Technologies, Inc.
in
January 2007. Effective upon filing this Restated Certificate of
Incorporation the name of the corporation shall be changed to CleanTech
Biofuels, Inc.
ARTICLE
2
Registered
Agent and Incorporator
The
address of the Corporation’s registered office in the State of Delaware is 1220
N. Market Street, Suite 606, Wilmington, DE 19801, County of
Newcastle. The name of the corporation’s registered agent at such
address is American Incorporators, Ltd.
ARTICLE
3
Purpose
The
nature of the business or purposes to be conducted or promoted is to engage
in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
ARTICLE
4
Capitalization
A. Classes
of Stock. This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this corporation is authorized to issue is two hundred fifty
million (250,000,000) shares. Two Hundred Forty Million (240,000,000) shares
shall be Common Stock and Ten Million (10,000,000) shares shall be Preferred
Stock, each with a par value of $0.001 per share.
B. Rights,
Preferences and Restrictions of Preferred Stock. The Preferred Stock authorized
by this Restated Certificate of Incorporation may be issued from time to time
in
one or more series. The Board of Directors is hereby authorized to
fix or alter the rights, preferences, privileges and restrictions granted to
or
imposed upon any authorized series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or of any of them.
Subject to compliance with applicable protective voting rights that have been
or
may be granted to the Preferred Stock or series thereof in Certificates of
Designation or this corporation's Certificate of Incorporation ("Protective
Provisions"), but notwithstanding any other rights of the Preferred Stock or
any
series thereof, the rights, privileges, preferences and restrictions of any
such
additional series may be subordinated to, pari passu with (including, without
limitation, inclusion in provisions with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or written consent),
or senior to any of those of any present or future class or series of Preferred
or Common Stock. Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number
of
shares of any series, prior or subsequent to the issue of that series, but
not
below the number of shares of such series then outstanding. In case the number
of shares of any series shall be so decreased, 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.
C. Common
Stock. The rights, preferences, privileges and restrictions granted to and
imposed on the Common Stock are as set forth below in this Article
4(C). Subject to the prior rights of holders of all classes of stock
at the time outstanding having prior rights as to dividends, the holders of
the
Common Stock shall be entitled to receive, when and as declared by the Board
of
Directors, out of any assets of this corporation legally available therefor,
such dividends as may be declared from time to time by the Board of
Directors. The holder of each share of Common Stock shall have the
right to one vote for each such share, and shall be entitled to notice of any
stockholders' meeting in accordance with the bylaws of this corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.
ARTICLE
5
Bylaws
Except
as
otherwise provided in this Certificate of Incorporation, in furtherance and
not
in limitation of the powers conferred by statute, the board of directors is
expressly authorized to make, repeal, alter, amend and rescind any or all of
the
Bylaws of the Corporation.
ARTICLE
6
Directors
The
Board
shall be composed of not less than 5 nor more than 9 Directors, the specific
number to be set by resolution of the Board, provided that the Board may be
less
than 5 until vacancies are filled. No decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director.
The
Board
of Directors shall be divided into three classes, with said classes to be as
equal in number as may be possible. At the first election of
Directors to such classified Board of Directors, each Class 1 Director shall
be
elected to serve until the next ensuing annual meeting of stockholders, each
Class 2 Director shall be elected to serve until the second ensuing annual
meeting of stockholders and each Class 3 Director shall be elected to serve
until the third ensuing annual meeting of stockholders. At each
annual meeting of stockholders following the meeting at which the Board of
Directors is initially classified, the number of Directors equal to the number
of Directors in the class whose term expires at the time of such meeting shall
be elected to serve until the third ensuing annual meeting of
stockholders. Notwithstanding any of the foregoing, Directors shall
serve until their successors are elected and qualified or until their earlier
death, resignation or removal from office or until there is a decrease in the
number of Directors. Directors need not be stockholders of the
corporation or residents of the State of Delaware and need not meet any other
qualifications.
ARTICLE
7
Stockholders
Meeting
of stockholders may be held within or without the State of Delaware, as the
Bylaws may provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such
place
or places as may be designated from time to time by the board of directors
or in
the Bylaws of the Corporation.
ARTICLE
8
Director
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 for liability (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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law is amended after approval
by
the stockholders of this Article to authorize corporation action further
eliminating or limiting 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 Delaware General Corporation Law as so
amended. Any repeal or modification of the foregoing provisions of
this Article 8 by the stockholders of the corporation shall not adversely affect
any right or protection of a director of the corporation existing at the time,
or increase the liability of any director of this Corporation with respect
to
any acts or omissions of such director occurring prior to, such repeal or
modification.
ARTICLE
9
Indemnification
To
the
fullest extent permitted by applicable law, this Corporation is also authorized
to provide indemnification of (and advancement of expenses to) such agents
(and
any other persons to which Delaware law permits this Corporation to provide
indemnification) through Bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of
the
General Corporation Law of the State of Delaware, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to this Corporation, its stockholders, and
others. Any repeal or modification of any of the foregoing provisions
of this Article 9 shall not adversely affect any right or protection of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director of this Corporation with respect to any acts
or
omissions of such director, officer or agent occurring prior to such repeal
or
modification.
ARTICLE
10
Amendment
The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
IN
WITNESS WHEREOF, the undersigned has executed this Restated Certificate of
Incorporation on this _______ day of __________, 2007.
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Edward
Hennessey, President
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