Attached files
| file | filename |
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| S-1 - VITAMIN BLUE, INC. FORM S-1 FEBRUARY 10, 2010 - VITAMIN BLUE, INC. | vbs1201002.htm |
| EX-3.2 - BYLAWS - VITAMIN BLUE, INC. | vbs1201002ex3-2.htm |
| EX-23.1 - CONSENT OF HJ ASSOCIATES & CONSULTANTS, LLP, INDEPENDENT PUBLIC ACCOUNTANTS - VITAMIN BLUE, INC. | vbs1201002ex23-1.htm |
| EX-99.1 - FORM OF SUBSCRIPTION AGREEMENT FOR SALES OF OUR COMMON STOCK - VITAMIN BLUE, INC. | vbs1201002ex99-1.htm |
| EX-5.1 - OPINION OF H. MELVILLE HICKS, JR. - VITAMIN BLUE, INC. | vbs1201002ex5-1.htm |
Exhibit 3.1
CERTIFICATE
OF
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
UNDER THE
INFLUENCE, INC.
Under the Influence, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
“Corporation”), hereby certifies as follows:
1. The name of the
Corporation is Under the Influence, Inc. The date of filing of its
original Certificate of Incorporation with the Secretary of State was May 25,
1999.
2. The Amended and Restated
Certificate of Incorporation restates, integrates and amends the Certificate of
Incorporation of this Corporation by, among other amendments, amending Article
FIRST to change the name of the Corporation to VITAMIN BLUE, INC., amending
Article FOURTH to increase the number of authorized shares of Capital Stock of
the Corporation to One Billion shares (1,000,000,000) consisting of One Hundred
Million (100,000,000) shares of Preferred Stock, $.0001 par value per share and
Nine Hundred Million (900,000,000) shares of Common Stock, $.0001 par value per
share.
3. That
by unanimous written consent of the Board of Directors and the stockholders of
the Corporation resolutions were duly adopted setting forth proposed amendments
of the Certificate of Incorporation of said Corporation, declaring said
amendments to be advisable. The resolution setting forth the proposed
amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this Corporation be amended and
restated, that, as amended and restated said Amended and Restated Certificate of
Incorporation shall be and read in full as follows:
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
VITAMIN
BLUE, INC.
FIRST: The
name of this Corporation is Vitamin Blue, Inc.
SECOND: Its registered
office in the State of Delaware is to be located at The Company Corporation,
2711 Centerville Road, in the City of Wilmington, County of New Castle, Delaware
19808. The registered agent in charge thereof is The Company
Corporation, address "same as above".
THIRD: The nature of the
business and, the objects and purposes proposed to be transacted, promoted and
carried on, are to do any or all the things herein mentioned as fully and to the
same extent as natural persons might or could do, and in any part of the world,
viz:
The purpose of the Corporation is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: 1. Capital
Stock. The total number of authorized shares of capital stock of this
Corporation is One Billion (1,000,000,000) of which One Hundred Million
(100,000,000) shares shall be Preferred Stock with a par value of $.0001 per
share and Nine Hundred Million (900,000,000) shares shall be Common Stock with a
par value of $.0001 per share.
2. Common
Stock. Except as otherwise provided herein, all shares of Common
Stock shall be identical and shall entitle the holders thereof to the same
rights and privileges.
(a) Voting Rights of Common
Stock. Except as set forth herein or as otherwise required by law,
each outstanding share of Common Stock shall be entitled to vote on each matter
on which the stockholders of the Corporation shall be entitled to vote, and each
holder of Common Stock shall be entitled to one vote for each share of such
stock held by such holder.
(b) Dividends. The Board
of Directors of the Corporation may cause dividends to be paid to holders of
shares of Common Stock out of funds legally available for the payment of
dividends.
(c) Liquidation. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, subject to the rights of holders of any Preferred Stock, all
distributions shall be payable to the holders of shares of Common Stock equally
and ratably.
3. Preferred
Stock. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article Fourth to provide for the
issuance of the shares of Preferred Stock in 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 to be included in each series and the voting powers
thereof, full or limited, and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:
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(a)
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The
number of shares, constituting that series and the distinctive designation
of that series;
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(b)
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The
dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights
of priority, it any, or payment of dividends on shares of that
series;
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(c)
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Whether
that series shall have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
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(d)
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Whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
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(e)
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Whether
or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or date upon
or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions
and at different redemption dates;
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(f)
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Whether
that series shall have a sinking fund for the redemption or purchase of
shares of that series, and, if so, the terms and amount of such sinking
fund;
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(g)
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The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that
series; and
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(h)
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Any
other relative rights, preferences and limitations of that
series.
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FIFTH: 1. Power
of the Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In furtherance, and not in limitation, of the powers of
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized to:
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(a)
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determine
the rights, powers, duties rules and procedures that affect the power of
the Board of Directors to manage and direct the business and affairs of
the Corporation, including the power to designate and empower committees
of the Board of Directors, to elect, appoint and empower the officers and
other agents of the Corporation, and to determine the time and place of,
and the notice requirements for, Board meetings, as well as quorum and
voting requirements for, and the manner of taking, board action;
and
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(b)
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exercise
all such powers and do all such acts as may be exercised or done by the
Corporation, subject to the provisions of the laws of the State of
Delaware, this Certificate of Incorporation, and the Bylaws of the
Corporation.
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2. Number
of Directors. The number of directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there
exists any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption).
3. Vacancies
on the Board. Newly created directorships resulting from any increase
in the authorized number of directors, or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office, or other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual meeting of
stockholders.
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SIXTH: Indemnification. The
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify and all persons whom it shall have power to indemnify
under said Section from and against any and all of the expenses, liabilities, or
other matters referred to in or covered by said Section, and the indemnification
provided herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
SEVENTH: Limitation on
Liability of Board of Directors. A director of the Corporation shall,
to the maximum extent now or hereafter permitted by Section 102 (b) (7) of the
Delaware General Corporation Law (or any successor provision or provisions),
have no personal liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.
EIGHTH: Compromise. Whenever
a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
NINTH: Amendment of
Bylaws. The Corporation's Board of Directors is hereby expressly
authorized, at any time or from time to time, to make, alter, amend and repeal
the By-Laws.
TENTH: Amendment of
Certificate of Incorporation. The Corporation hereby reserves the
right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation.
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ELEVENTH: Severability. In
the event that any of the provisions of this Certificate of Incorporation
(including any provision within a single article, section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.
TWELFTH: The name and
mailing address of the incorporator is as follows:
Neysa
Webb, The Company Corporation, 1013 Centre Road, Wilmington, DE
19808
THIRTEENTH: The stockholders
and directors shall have power to hold their meetings and keep the books,
documents and papers of the Corporation outside of the State of Delaware, at
such places as may be from time to time designated by the By-Laws or by
resolution of the stockholders or directors, except as otherwise required by the
laws of Delaware.
This Amended and Restated Certificate
of Incorporation was duly adopted by unanimous written consent of the
stockholders in accordance with the applicable provisions of Section 228, 242
and 245 of the General Corporation Law of the State of Delaware and shall be
effective upon the date and the time of filing of this Certificate.
IN WITNESS WHEREOF, this Amended and
Restated Certificate of Incorporation has been executed as of April ____,
2007.
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UNDER
THE INFLUENCE, INC.
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By:
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Frank
D. Ornelas, Sole Shareholder,
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Director
and Officer
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