Attached files
CERTIFICATE OF INCORPORATION
OF
SECURE LUGGAGE SOLUTIONS INC.
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1. |
The name of the corporation is: SECURE LUGGAGE SOLUTIONS INC. |
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2. |
The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered
agent at such address is: The Corporation Trust Company. |
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3. |
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.
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4. |
The total number of shares of stock which the corporation shall have authority to issue is: Twenty-Five Million (25.000,000) Common Shares and the par value of each of such shares is: |
Dollars ($.001) amounting in the aggregate to Dollars ($25,000.00).
At all elections of the directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors
to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.
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5. |
The name and mailing address of each incorporator is as follow: |
| NAME | MAILING ADDRESS | ||
| Don Bauer |
2375 East Camelback Road, 5th Floor
Phoenix, Arizona 85016 |
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The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows: |
| NAME | MAILING ADDRESS | ||
| Don Bauer |
2375 East Camelback Road, 5th Floor
Phoenix, Arizona 85016 |
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6. |
The corporation is to have perpetual existence. |
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In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: |
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.
To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.
When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.
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Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide. |
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws 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 by-laws
of the corporation.
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9. |
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. |
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10. |
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 General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this
3rd day of December, 2008. |
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/s/ Don Bauer | |
| Don Bauer | ||
| Incorporator |