Attached files
Exhibit
3.1
CERTIFICATE
OF INCORPORATION OF
PACIFIC
BEACH BIOSCIENCES, INC.
ARTICLE
I
The name
of this Corporation is Pacific Beach Biosciences, Inc.
ARTICLE
II
The
address of the registered office of the Corporation in the State of Delaware is
615 South DuPont Highway, Dover, DE 19901, County of Kent, and the
name of its registered agent at such address is National Corporate Research,
Ltd.
ARTICLE
III
The
nature of the business or purposes to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE
IV
The name
and mailing address of the incorporator is Gina M. Leong, Morrison &
Foerster LLP, 12531 High Bluff Drive, Suite 100, San Diego, California
92130.
ARTICLE
V
This
Corporation is authorized to issue two classes of stock to be designated “Common
Stock” and “Preferred Stock.” The total number of shares which the
Corporation is authorized to issue is Twenty-Five Million (25,000,000) shares,
Twenty Million (20,000,000) of which shall be Common Stock, par value $0.001 per
share, and Five Million (5,000,000) of which shall be Preferred Stock, par value
$0.001 per share.
ARTICLE
VI
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, except for liability (i) for any breach of the director’s duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived
any improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after approval by the stockholders of this Article
to authorize corporate action further eliminating or limiting the personal
liability of directors then the liability of a director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware as so amended.
Any
repeal or modification of the foregoing provisions of this Article VI by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
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ARTICLE
VII
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 statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
ARTICLE
VIII
Elections
of directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
ARTICLE
IX
The
number of directors which shall constitute the whole Board of Directors of the
Corporation shall be fixed from time to time by, or in the manner provided in,
the Bylaws of the Corporation or in an amendment thereof duly adopted by the
Board of Directors of the Corporation or by the stockholders of the
Corporation.
ARTICLE
X
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 any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the Bylaws of
the Corporation.
ARTICLE
XI
Except as
otherwise provided in this Certificate of Incorporation, in furtherance and not
in limitation of the powers conferred by statute, the Board of Directors of the
Corporation is expressly authorized to make, repeal, alter, amend and rescind
any or all of the Bylaws of the Corporation.
IN WITNESS WHEREOF, the
undersigned has signed this Certificate of Incorporation this 5th day
of October, 2006.
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/s/
Gina M. Leong
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Gina
M. Leong, Sole
Incorporator
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