Attached files
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CHROMADEX CORPORATION
ChromaDex
Corporation, a corporation organized and existing under the laws
and by virtue of the General Corporation Law of the State of
Delaware (the “Corporation”).
DOES
HEREBY CERTIFY:
1. The
name of the Corporation is ChromaDex Corporation.
2. The
Corporation was originally incorporated under the name Cody
Resources, Inc. The date of filing of the original Certificate
of Incorporation of the Corporation with the Secretary of State of
the State of Delaware was June 19, 2008 (the “Initial
Certificate”). The date of the filing of the name change
to ChromaDex Corporation with the Secretary of State of the State
of Delaware was June 20, 2008 (together with the Initial
Certificate, the “Original Certificate of
Incorporation”).
3. This
Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation and holders of a
majority of shares entitled to vote thereon pursuant to the
applicable provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
4. The
Original Certificate of Incorporation, shall be amended and
restated in its entirety to read as follows:
I.
The
name of this corporation is ChromaDex Corporation.
II.
The
address, including street, number, city and country, of the
registered office of the corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware, 19801; and the name of
the registered agent of the Corporation in the State of Delaware at
such address is The Corporation Trust Company.
III.
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 the State of Delaware.
IV.
The
Corporation is authorized to issue one class of stock, which shall
be designated as “Common Stock”. The total number of
shares of Common Stock the Corporation is authorized to issue is
One Hundred Fifty Million (150,000,000) with a par value of
$.001 per share.
In
furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make,
repeal, alter, amend and rescind any or all of the Bylaws of the
corporation.
V.
The
number of directors of the corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of
Directors or by the stockholders.
VI.
The
election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.
VII.
Meetings of
stockholders may be held within or without the State of Delaware,
as the Bylaws 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 or in the Bylaws of the
corporation.
VIII.
The
corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as the
same exists or as may hereafter be amended and supplemented from
time to time, indemnify any and all directors and officers whom it
shall have the power to indemnify under said Section 145 from
and against any and all of the expenses, liabilities, or other
matters referred to or covered by said Section, and the
indemnification provided for 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 their official
capacities and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director or officer, and shall inure to the benefit of the heirs,
executors, and administrators of such a person. To the fullest
extent permitted by Delaware law, as it may be amended from time to
time, no director of the Corporation shall be personally liable to
the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director.
IX.
The
corporation reserves the right at any time, and from time to time,
to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by
the laws of the State of Delaware at the time in force may be added
or inserted, in the manner now or hereafter prescribed by law; and
all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the
rights reserved in this article.
IN
WITNESS WHEREOF, ChromaDex Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Frank L.
Jaksch, Jr., its President and Chief Executive Officer, this 20th day of May,
2010.
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CHROMADEX
CORPORATION
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By:
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/s/ Frank
L. Jaksch, Jr.
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Frank L. Jaksch,
Jr.,
President and
Chief Executive Officer
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