EX-3.1 2 exhibit_3-1.htm CERTIFICATE OF INCORPORATION OF SAVAGE MOUNTAIN SPORTS CORPORATION DATED JANUARY 11, 2000. exhibit_3-1.htm
EXHIBIT 3.1
 
 

 
State of Delaware
 
Office of the Secretary of State
PAGE 1

 
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "SAVAGE MOUNTAIN SPORTS CORPORATION" FILED IN THIS OFFICE ON THE SEVENTH DAY OF JANUARY, A.D. 2000, AT 5 O'CLOCK P.M.
 
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3156522  8100
 
001012213
 
 /s/  Edward J. Freel
Edward J. Freel, Secretary of State
 
AUTHENTICATION:            0193641
 
                          DATE:            01-11-00
 

 
 
 
 
 
CERTIFICATE OF INCORPORATION
OF
SAVAGE MOUNTAIN SPORTS CORPORATION
 
ARTICLE I
 
The name of the corporation is Savage Mountain Sports Corporation (the "Corporation").
 
ARTICLE II
 
The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
 
ARTICLE III
 
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 Delaware.
 
ARTICLE IV
 
The Corporation is authorized to issue one class of shares of stock to be designated Common Stock, S0.001 par value per share. The total number of shares that the Corporation is authorized to issue is One Hundred Million (100,000,000) shares of Common Stock.
 
ARTICLE V
 
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 the stockholders herein are granted subject to this right.
 
ARTICLE VI
 
The Corporation is to have perpetual existence.
 
ARTICLE VII
 
1.    Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or as may hereafter be amended, 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.
 
2.    Indemnification. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer or employee or the Corporation, or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation.
 

 
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3.    Amendments. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent provision.
 
ARTICLE VIII
 
Holders of stock of any class or series of this Corporation shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders.
 
ARTICLE IX
 
1.    Number of Directors. The number of directors which constitutes the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation.
 
2.    Election of Directors. Elections of directors shall not be by written ballot unless the Bylaws of the Corporation shall so provide.
 
ARTICLE X
 
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
 
ARTICLE XI
 
Meetings 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 of 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 XII
 
The name and mailing address of the incorporator are as follows: Diane Buechner, 2049 Century Park East, Suite 3350, Los Angeles, California 90067. The undersigned incorporator hereby acknowledges that the above Certificate of Incorporation of Savage Mountain Sports Products, Inc. is her act and deed and that the facts stated therein are true.
 
 
 
Dated: January 11, 2000
 
 /s/  Diane Buecher  
    Diane Buecher, Incorporator  
 

 
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