Attached files

file filename
8-K - FORM 8-K - PARAMOUNT GOLD & SILVER CORP.s000858x1_8k.htm
EX-2.3 - EXHIBIT 2.3 - PARAMOUNT GOLD & SILVER CORP.s000858x1_ex2-3.htm
EX-3.2 - EXHIBIT 3.2 - PARAMOUNT GOLD & SILVER CORP.s000858x1_ex3-2.htm
EX-99.1 - EXHIBIT 99.1 - PARAMOUNT GOLD & SILVER CORP.s000858x1_ex99-1.htm

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION

OF

 

COEUR SAN MIGUEL CORP.

 

 

 

ARTICLE I
NAME OF CORPORATION

 

The name of the Corporation (the “Corporation”) is: Coeur San Miguel Corp.

 

 

 

ARTICLE II
REGISTERED OFFICE

 

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County, and the name of its registered agent at that address is Corporation Service Company.

 

ARTICLE III
PURPOSE

 

The purpose of the Corporation is to engage, promote and carry on any lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

ARTICLE IV
AUTHORIZED CAPITAL STOCK

 

The Corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares which the Corporation shall have authority to issue is 100, and each such share shall have a par value of one cent ($0.01).

 

ARTICLE V
BOARD POWER REGARDING BYLAWS

 

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 the bylaws of the Corporation.

 

 
 

ARTICLE VI
ELECTION OF DIRECTORS

 

Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

 

ARTICLE VII
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 to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

 

ARTICLE VIII
CORPORATE POWER

 

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 on stockholders herein are granted subject to this reservation.

 

[The remainder of this page has been intentionally left blank.]

 

 
 

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation.

 

Dated: December ___, 2014

 

  By:  
    Name: Hannah Littman
    Title: Incorporator

 

[Signature Page to Coeur San Miguel Corp. Charter]