Attached files
EXHIBIT 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:00 AM 01/08/2007
FILED 10:00 AM 01/08/2007
SRV 070020897 - 4280738
CERTIFICATE OF INCORPORATION
OF
UNLTD VENTURES INCORPORATED
The undersigned natural, adult person, acting as incorporator of a
corporation (hereinafter usually referred to as the "Corporation") pursuant to
the provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE I
Name
The name of the Corporation shall be UNLTD Ventures Incorporated.
ARTICLE IIDuration The period of duration of the Corporation shall be
perpetual.
ARTICLE III
Purpose
The purpose for which the Corporation is organized is to transact any or all
lawful business for which corporations may be incorporated pursuant to the
Delaware Corporation Law.
ARTICLE IV
Capital Stock
The authorized capital stock of the Corporation shall consist of 50,000,000
shares of common stock, $0.0001 par value, and 1,000,000 shares of preferred
stock, $0.0001 par value.
ARTICLE V
Preferences, Limitations,
and Relative Rights of Capital Stock
No share of the common stock shall have any preference over or limitation in
respect to any other share of such common stock. All shares of common stock
shall have equal rights and privileges, including the following:
1. All shares of common stock shall share equally in dividends. Subject to
the applicable provisions of the laws of this State, the Board of Directors of
the Corporation may, from time to time, declare and the Corporation may pay
dividends in cash, property, or its own shares, except when the Corporation is
insolvent or when the payment thereof would render the Corporation insolvent or
when the declaration or payment thereof would be contrary to any restrictions
contained in this Certificate of Incorporation. When any dividend is paid or any
other distribution is made, in whole or in part, from sources other than
unreserved and unrestricted earned surplus, such dividend or distribution shall
be identified as such, and the source and amount per share paid from each source
shall be disclosed to the stockholder receiving the same concurrently with the
distribution thereof and to all other stockholders not later than six months
after the end of the Corporation's fiscal year during which such distribution
was made.
2. All shares of common stock shall share equally in distributions in
partial liquidation. Subject to the applicable provisions of the laws of this
State, the Board of Directors of the Corporation may distribute, from time to
time, to its stockholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets in cash or property,
except when the Corporation is insolvent or when such distribution would render
the Corporation insolvent. Each such distribution, when made, shall be
identified as a distribution in partial liquidation, out of stated capital or
capital surplus, and the source and amount per share paid from each source shall
be disclosed to all stockholders of the Corporation concurrently with the
distribution thereof. Any such distribution may be made by the Board of
Directors from stated capital without the affirmative vote of any stockholders
of the Corporation.
3. a. Each outstanding share of common stock shall be entitled to one
vote at stockholders' meetings, either in person or by proxy.
b. The designations, powers, rights, preferences, qualifications,
restrictions and limitations of the preferred stock shall be
established from time to time by the Corporation's Board of
Directors, in accordance with the Delaware Corporation Law.
c. i) Cumulative voting shall not be allowed in elections of
directors or for any purpose.
ii) No holders of shares of capital stock of the Corporation
shall be entitled, as such, to any preemptive or
preferential right to subscribe to any unissued stock or any
other securities which the Corporation may now or hereafter
be authorized to issue. The Board of Directors of the
Corporation, however, in its discretion by resolution, may
determine that any unissued securities of the Corporation
shall be offered for subscription solely to the holders of
common stock of the Corporation, or solely to the holders of
any class or classes of such stock, which the Corporation
may now or hereafter be authorized to issue, in such
proportions based on stock ownership as said board in its
discretion may determine.
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iii. The Board of Directors may restrict the transfer of any of
the Corporation's stock issued by giving the Corporation or
any stockholder "first right of refusal to purchase" the
stock, by making the stock redeemable, or by restricting the
transfer of the stock under such terms and in such manner as
the directors may deem necessary and as are not inconsistent
with the laws of this State. Any stock so restricted must
carry a conspicuous legend noting the restriction and the
place where such restriction may be found in the records of
the Corporation.
iv. The judgment of the Board of Directors as to the adequacy of
any consideration received or to be received for any shares,
options, or any other securities which the Corporation at
any time may be authorized to issue or sell or otherwise
dispose of shall be conclusive in the absence of fraud,
subject to the provisions of these Articles of Incorporation
and any applicable law.
ARTICLE VI
Registered Agent
The name and address of the Corporation's initial registered agent shall be:
The Company Corporation
2711 Centerville Road
Suite 400
Newcastle County
Wilmington, Delaware 19808
The Board of Directors, however, from time to time may establish such other
offices, branches, subsidiaries, or divisions which it may consider to be
advisable.
ARTICLE VII
Directors
The affairs of the Corporation shall be governed by a board of not less than
one (1) director, who shall be elected in accordance with the Bylaws of the
Corporation. Subject to such limitation, the number of directors shall be fixed
by or in the manner provided in the Bylaws of the Corporation, as may be amended
from time to time. The organization and conduct of the board shall be in
accordance with the following:
l. The name and address of the initial Director, who shall hold office until
the first annual meeting of the stockholders of the Corporation or until his
successor shall have been elected and qualified, is:
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Name Address
--------- ------------------
Sheldon Kales 464 Old Orchard Grove
Toronto, Ontario
Canada M5M 2G4
2. The directors of the Corporation need not be residents of Delaware and
shall not be required to hold shares of the Corporation's capital stock.
3. Meetings of the Board of Directors, regular or special, may be held
within or without Delaware upon such notice as may be prescribed by the Bylaws
of the Corporation. Attendance of a director at a meeting shall constitute a
waiver by him of notice of such meeting unless he attends only for the express
purpose of objecting to the transaction of any business thereat on the ground
that the meeting is not lawfully called or convened.
4. A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of business.
5. By resolution adopted by a majority of the Directors at any time
constituting the Board of Directors, the Board of Directors may designate two or
more directors to constitute an Executive Committee or one or more other
committees each of which shall have and may exercise, to the extent permitted by
law or in such resolution, all the authority of the Board of Directors in the
management of the Corporation; but the designation of any such committee and the
delegation of authority thereto shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed on it or him by
law.
6. Any vacancy in the Board of Directors, however caused or created, may
be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office
and until his successor is duly elected and qualified.
ARTICLE VIII
Officers
The officers of the Corporation shall be prescribed by the Bylaws of this
Corporation.
ARTICLE IX
Meetings of Stockholders
Meetings of the stockholders of the Corporation shall be held at such place
within or without Delaware and at such times as may be prescribed in the Bylaws
of the Corporation. Special meetings of the stockholders of the Corporation may
be called by the President of the Corporation, the Board of Directors, or by the
record holder or holders of at least ten percent (l0%) of all shares entitled to
vote at the meeting. At any meeting of the stockholders, except to the extent
otherwise provided by law, a quorum shall consist of one third of the shares
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entitled to vote at the meeting; and, if a quorum is present, the affirmative
vote of the majority of shares represented at the meeting and entitled to vote
thereat shall be the act of the stockholders unless the vote of a greater number
is required by law.
ARTICLE X
Voting
When, with respect to any action to be taken by stockholders of this
Corporation, the laws of Delaware requires the affirmative vote of the holders
of more than a majority of the outstanding shares entitled to vote thereon, or
of any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE XI
Bylaws
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders, the power
to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors.
ARTICLE XII
Transactions with Directors and
Other Interested Parties
No contract or other transaction between the Corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by the Corporation, and no act of the
Corporation shall in any way be affected or invalidated by the fact that any of
the directors of the Corporation are pecuniarily or otherwise interested in, or
are directors or officers of, such other corporation. Any director of the
corporation, individually, or any firm with which such director is affiliated
may be a party to or may be pecuniarily or otherwise interested in any contract
or transaction of the Corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of the Corporation, or a majority thereof, at or before the
entering into such contract or transaction; and any director of the Corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.
ARTICLE XIII
Limitation of Director Liability
and Indemnification
No director of the Corporation shall have liability to the Corporation or
to its stockholders or to other security holders for monetary damages for breach
of fiduciary duty as a director; provided, however, that such provisions shall
not eliminate or limit the liability of a director to the Corporation or to its
shareholders or other security holders for monetary damages for: (i) any breach
of the director's duty of loyalty to the Corporation or to its shareholders or
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other security holders; (ii) acts or omissions of the director not in good faith
or which involve intentional misconduct or a knowing violation of the law by
such director; (iii) acts by such director as specified by the Delaware
Corporation Law; or (iv) any transaction from which such director derived an
improper personal benefit.
No officer or director shall be personally liable for any injury to person
or property arising out of a tort committed by an employee of the Corporation
unless such officer or director was personally involved in the situation giving
rise to the injury or unless such officer or director committed a criminal
offense. The protection afforded in the preceding sentence shall not restrict
other common law protections and rights that an officer or director may have.
The word "director" shall include at least the following, unless limited by
Delaware law: an individual who is or was a director of the Corporation and an
individual who, while a director of a Corporation is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation or of any partnership, joint
venture, trust, other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on or otherwise involve
services by him to the plan or to participants in or beneficiaries of the plan.
To the extent allowed by Delaware law, the word "director" shall also include
the heirs and personal representatives of all directors.
This Corporation shall be empowered to indemnify its officers and directors
to the fullest extent provided by law, including but not limited to the
provisions set forth in the Delaware Corporation Law, or any successor
provision.
ARTICLE XIII
Incorporator
The name and address of the incorporator of the Corporation is as
follows:
Name Address
---------- -------------
William T. Hart 1624 Washington Street
Denver, CO 80203
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his
signature on the 2nd day of January 2007.
/s/ William T. Hart
----------------------------------
William T. Hart
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UNLTD VENTURES INCORPORATED
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
UNLTD Ventures Incorporated, 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 Directors of UNLTD Ventures Incorporated a
resolution was duly adopted on December 15, 2008 setting forth proposed
amendments to the Certificate of Incorporation of said Corporation and 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 is
amended:
(1) by changing Article I so that, as amended, Article I shall be and
read as follows:
The name of this Corporation will be: ActiVein, Inc.
(2) by changing Article IV so that, as amended, Article IV shall be and
read as follows:
The authorized capital stock of the Corporation shall consist of
50,000,000 shares of common stock, $0.0001 par value and
10,000,000 shares of preferred stock, $0.0001 par value.
(3) by changing Section 3 of Article VII so that, as amended, Section 3
of Article VII shall be and read as follows:
Meetings of the Board of Directors, regular or special, may be
held within or without Delaware upon such notice as may be
prescribed by the Bylaws of the Corporation. Attendance of a
director at a meeting shall constitute a waiver by him of notice
of such meeting unless he attends only for the express purpose of
objecting to the transaction of any business thereat on the
ground that the meeting is not lawfully called or convened. Any
one director or shareholders holding more than 10% of the shares
entitled to vote at any meeting of shareholders may call a
meeting of the Board of directors of the Corporation, and the
chairman of this Corporation's Board of Directors shall call such
a meeting upon such request
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(4) by changing Section 6 of Article VII so that, as amended, Section 6
of Article VII shall be and read as follows:
Until the date this Corporation's shares are publicly traded on
the OTC Bulletin board, the NASDAQ Stock Market or any national
stock exchange based in the United States:
o Market Boaz Dor can designate his replacement on the Board
of Directors in the event of his resignation; and
o Xenia Venture Capital Ltd. has the right to remove Anat
Segal, Eitan Kyiet, Ilan Shalev and/or Avi Lior as directors
and to designate the replacement on the Board of Directors
of any director so removed.
In all cases the right to appoint a director shall include the
right to remove and replace such director. Appointments, removals
and replacements shall be effected by furnishing written
notification to the Corporation, signed by the person having the
right to appoint the director. Any notice regarding the
appointment, removal or replacement of a director shall be
delivered to the Corporation in writing, and shall become
effective on the date fixed in such notice, or upon the delivery
thereof to the Corporation, whichever is later.
(5) by changing Article X so that, as amended, Article X shall be and
read as follows:
When, with respect to any action to be taken by stockholders of
this Corporation, the laws of Delaware requires the affirmative
vote of the holders of more than a majority of the outstanding
shares entitled to vote thereon, or of any class or series, such
action may be taken by the affirmative vote of the holders of a
majority of the outstanding shares entitled to vote on such
action.
Notwithstanding the above, until the date this Corporation's
shares are publicly traded on the OTC Bulletin Board, the NASDAQ
Stock Market, or any national stock exchange based in the United
States, any action or resolution of the Corporation's
shareholders, or of the Corporation's Board of Directors,
regarding any of the following actions whether concerning the
Corporation itself, or ActiVein Ltd., shall require the consent
of two thirds of the Corporation's directors at any regular or
special meeting or the approval of Xenia Venture Capital Ltd.:
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o an amendment to the Certificate of Incorporation;
o the entry into any new line of business or new business
activity;
o a merger, consolidation or acquisition, or the sale, lease
or other disposal of all or substantially all of the
Corporation's assets or those of ActiVein Ltd.;
o a transactions with any officer, director, or any other
party related, directly or indirectly;
o the declaration and payment of any dividends or other
distributions;
o the liquidation, dissolution or winding-up of the
Corporation or of ActiVein Ltd.;
o the constitution of any committee of the Board of Directors;
o the sale, license, contribution or disposition of the
Corporation's core intellectual property or that of ActiVein
Ltd.;
o a change of domicile of ActiVein Ltd., whose domicile and
base of operations shall remain in Israel; or
o any change to the composition of the Board of Directors of
ActiVein Ltd.
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 amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed
this 10th day of March, 2009.
By: /s/ Sheldon Kales
-------------------------------
Authorized Officer
Title: President
------------------------------
Name: Sheldon Kales
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