Exhibit 3.1

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PACIFIC VENTURES GROUP, INC.

 Pacific Ventures Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

First: That the Corporation was originally incorporated on October 3, 1986 under the name AOA Corporation, pursuant to the General Corporation Law of the State of Delaware (the "DGCL"). 

Second: This Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and restates, integrates and further amends the provisions of the Corporation's Certificate of Incorporation.

Third: The text of the Corporation's Certificate of Incorporation as amended, restated or supplemented is hereby further amended and restated to read in its entirety as follows:

Article I

The name of this corporation is Pacific Ventures Group, Inc.

Article II

The address, including street, number, city and county, of the registered office of the Corporation in the state of Delaware is 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of the registered agent of the Corporation in the State of Delaware at such address is Vcorp Services, LLC.

Article III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

 

 

 

 

Article IV

Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and as are not stated and expressed in this Fourth Amended and Restated Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following:

 

 

 

 

 

 

 

 

(i)       Redemption Rights. The Series E Preferred Stock shall not be redeemable by the Corporation.

 

(ii)       Dividends and Liquidation Rights. The Series E Preferred Stock shall have no Corporation.
preferences as to dividends or liquidation rights.

(iii)       Voting Rights. With respect to all matters upon which the Corporation's stockholders are entitled to vote or to which the Corporation's stockholders are entitled to give consent, the holder of the outstanding shares of the Common Stock and the holders of the outstanding shares of the Series E Preferred Stock shall, except as otherwise required by law, vote together as a single class, and every holder of outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his name, and every holder of the outstanding shares of the Series E Preferred Stock shall be entitled to cast thereon ten (10) votes in person or by proxy for each share of the Series E Preferred Stock standing in his, her or its name. With respect to any proposed amendment to the Certificate of Incorporation which would change the powers, preferences, relative voting power or special rights of the shares of the Common Stock or the Series E Preferred Stock so as to affect either class adversely relative to the other, the approval of a majority of the votes entitled to be cast by the holders of the class adversely affected by the proposed amendment, voting separately as a class, shall be obtained in addition to the approval of a majority of the votes entitled to be cast by the holders of the Common Stock and the Series E Preferred Stock voting together as a single class as hereinbefore provided.

(iv)       Conversion Rights. The Series E Preferred Stock shall not be convertible into any other class of stock of the Corporation.

(v)       Most or Stolen Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the Series E Preferred Stock, and, in the case of loss, theft or destruction, of an indemnification undertaking by the holder to the Corporation in customary form (accompanied by the posting of a standard indemnity bond if so requested by the Corporation) and, in the case of mutilation, upon surrender and cancellation of the Series E Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date.

 

 

 

 

 

(vi)       Transfer of Preferred Shares. A holder of shares of the Series E Preferred Stock may assign some or all of the Preferred Shares and the accompanying rights hereunder held by such holder without the consent of the Corporation; provided that such assignment is in compliance with applicable securities laws.

(vii)       Preferred Share Register. The Corporation shall maintain at its principal executive offices (or such other office or agency of the Corporation as it may designate by notice to the holders of the Series E Preferred Stock), a register for the Series E Preferred Stock, in which the Corporation shall record the name and address of the persons in whose name the shares of the Series E Preferred Stock have been issued, as well as the name and address of each transferee. The Corporation may treat the person in whose name any shares of the Series E Preferred Stock is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

Article V

The business and affairs of the Corporation shall be managed by or under the direction of the board of directors. The number of directors comprising the board of directors shall be as determined from time to time in the manner provided in the bylaws of the Corporation.

Article VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt and to make, alter or repeal the bylaws of the Corporation.

Article VII

Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

Article VIII

 

 

 

Article IX

Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to the provisions of the DGCL) 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 X

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 the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.

IN WITNESS WHEREOF, the Corporation has caused this Fourth Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and Interim Chief Financial Officer on November 15, 2017.

Pacific Ventures Group, Inc.

By: _/s/ Shannon Masjedi_____

Name: Shannon Masjedi

CEO & Interim CFO