Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT - Growflow Corp. | growflow_ex2301.htm |
| EX-5.1 - LEGAL OPINION - Growflow Corp. | growflow_ex0501.htm |
| EX-3.5 - BYLAWS - Growflow Corp. | growflow_ex0305.htm |
| EX-3.4 - CERTIFICATE OF MERGER - DELAWARE - Growflow Corp. | growflow_ex0304.htm |
| EX-3.3 - ARTICLES OF MERGER - WASHINGTON - Growflow Corp. | growflow_ex0303.htm |
| EX-3.2 - RESTATED ARTICLES OF INCORPORATION - Growflow Corp. | growflow_ex0302.htm |
| S-1 - DRAFT REGISTRATION STATEMENT - Growflow Corp. | growflow_s1.htm |
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 03:14 PM 08/21/2017
FILED 03:14 PM 08/21/2017
SR 20175814574 - File Number 6518485
CERTIFICATE OF INCORPORATION
OF
GROWFLOW CORP.
ARTICLE I
The name of the corporation is GrowFlow Corp. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808-1674. The name of its registered agent at such address is The Company Corporation.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV
The aggregate number of shares which the Corporation shall have authority to issue is 10,000,000 shares of capital stock all of which shall be designated "Common Stock" and have a par value of $0.00001 per share.
ARTICLE V
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.
ARTICLE VI
(A) To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, 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.
(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
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(C) Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation's stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws, or (D) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
ARTICLE VIII
The name and mailing address of the incorporator are as follows:
Rufus Casey
818 23rd Avenue
Seattle, WA 98122
Executed on August 18, 2017.
/s/ Rufus Casey
Rufus Casey, Incorporator
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