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Macreport Net - Articles Of Incorporation
EXHIBIT 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
THE MACREPORT.NET, INC.
(a Delaware corporation)
THE MACREPORT.NET, INC., a Delaware corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter the "Corporation"), does hereby certify that:
1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 13, 2000.
2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation.
3. The Certificate of Incorporation is hereby amended to effect, among other things, the following amendments authorized by the Business Corporation Law:
a. To decrease the par value of the Corporation's common stock from $0.01
to $0.0001 per share and to decrease the par value of the Corporation's
preferred stock from $1.00 per share to $0.0001 per share; and
b. To increase the total number of authorized shares of capital stock of
the Corporation from three thousand (3,000) to thirty million
(30,000,000), which shall consist of twenty five million (25,000,000)
shares, $0.0001 par value per share, designated as common stock and
five million (5,000,000) shares, $0.0001 par value per share,
designated as preferred stock.
4. To accomplish the foregoing, the text of the Certificate of Incorporation is hereby amended and restated to read as herein set forth in full:
FIRST. The name of the Corporation is The MacReport.Net, Inc.
SECOND: The address of the Corporation's registered office in the State of Delaware, County of New Castle, is 2711 Centerville Road, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
THIRD: 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.
FOURTH. The total number of shares of capital stock which the Corporation shall have the authority to issue is thirty million (30,000,000), consisting of two classes of capital stock: (i) twenty-five million (25,000,000) shares of common stock, par value $0.0001 per share (the "Common Stock"); and (ii) five million (5,000,000) shares of preferred stock, par value $0.0001 per share (the "Preferred Stock"). Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.
Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determined from time to time by the Board of Directors; provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized by this Certificate of Incorporation. Each series of Preferred Stock shall be distinctly designated. The voting powers, if any, of each such series and the preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof, if any, may differ form those of any and all other series at any time outstanding; and the Board of Directors is hereby expressly granted authority to fix, in the resolution or resolutions providing for the issue of a particular series of Preferred Stock, the voting powers, if any, of each such series and the designations, preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof to the full extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware
FIFTH: The foll...
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