Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - Driven Deliveries, Inc. | rbo_s1.htm |
| EX-3.2 - BY-LAWS - Driven Deliveries, Inc. | rbo_ex32.htm |
| EX-5.1 - OPINION OF DANIEL LUCIANO, ESQ - Driven Deliveries, Inc. | rbo_ex51.htm |
| EX-23.1 - CONSENT OF ROSENBERG RICH BAKER BERMAN & CO. - Driven Deliveries, Inc. | rbo_ex231.htm |
Exhibit 3.1
CERTIFICATE OF INCORPORATION OF
FIRST: The name of the corporation is: Digital Commerce Solutions Iuc.
SECOND: Its registered office i n the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware J 9958-9776, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of authorized shares which the corporation is authorized to issue is 75,000,000 shares of common stock having a par value of $0.000I per share and 15,000,000 shares of preferred stock having a par value of $0.000I per share.
The number of authorized shares of preferred stock or of common stock may be raised by the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon.
All shares of common stock shall be identical and each share of common stock shall be entitled to one vote on all matters.
The board of directors is authorized, subject to limitations prescribed by law and the provisions of this Article Fourth, to provide by resolution or resolutions for the issuance of the shares of preferred stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares included i n any such series, and to fix the designation, powers, preferences and rights of the shares of any such series and the qualifications, limitations or restrictions thereof.
FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.
SIXTH: This corporation shall be perpetual unless otherwise decided by a majority of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board of directors is authorized to amend or repeal the bylaws.
EIGHTH: The corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of Delaware.
NINTH: The incorporator is Richard H. Bell in care of Harvard Business Services, Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE 19958-9766.
TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
I, Richard H. Bell, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, this July 22, 2013:··
Signed and Attested to by:
Harvard Busi ness Services, Inc.
R ichard H. Bell,
lncorporator
CERTIFICATE OF
AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
Digital Commerce Solutions Inc.
Digital Commerce Solutions Inc, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Digital Commerce Solutions Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, preparing said amendment lo be advisable and calling a meeting of the stockholders of said corporation for consideration thereof The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "FIRST' so that, as amended said Article shall be and read as follows:
FIRST: The name of the corporation is: RESlJLTS-BASED OUTSOURCING .INC
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF. said Digital Commerce Solutions Inc. bas issued this certificate to be signed by its Authorized Officer this 5th day of September. 2014.
By: _________________
Name: Mary Ellen Schloth – please print
Title: CEO