address of the Corporation’s
registered office in the State of Delaware is The Corporation Trust Company,
1209 Orange Street, in the City of Wilmington, in the County of New Castle,
the State of Delaware. The name of the registered agent at such
address is Corporation Trust Company.
purpose or purposes 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.
IV. CAPITAL STOCK
Corporation is authorized to issue two classes of shares to be designated,
respectively, “Preferred Stock” and “Common Stock.” The number of
shares of Preferred Stock authorized to be issued is Ten Million
(10,000,000). The number of shares of Common Stock authorized to be
issued is Two Hundred Million (200,000,000). The Preferred Stock and
the Common Stock shall each have a par value of $0.001 per share.
Relating to the Common Stock. Each holder of Common Stock is
entitled to one vote for each share of Common Stock standing in such holder’s
name on the records of the Corporation on each matter submitted to a vote
stockholders, except as otherwise required by law.
Relating to Preferred Stock. The Board of Directors (the “Board”)
is authorized, subject to limitations prescribed by law and the provisions
this Article IV, to provide for the issuance of the shares of Preferred Stock
accordance with Sections 102(a) and 151(a) of the General Corporation Law
Delaware, in one or more series, and by filing a certificate pursuant to
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualification, limitations or restrictions thereof.
V. BOARD OF DIRECTORS
(a) Number. The
number of directors constituting the entire Board shall be as fixed from
time by vote of a majority of the entire Board, provided, however, that the
number of directors shall not be reduced so as to shorten the term of any
director at the time in office.
Board. The Board shall be divided into three classes, as nearly equal
in numbers as the then total number of directors constituting the entire
permits with the term of office of one class expiring each year. At
the first annual meeting of the stockholders, directors of the first class
be elected to hold office for a term expiring at the next succeeding annual
meeting, directors of the second class will be elected to hold office for
expiring at the second succeeding annual meeting, and directors of the third
class will be elected to hold office for a term expiring at the third succeeding
election of directors need not be by written ballot.
furtherance and not in limitation of the powers conferred by statute, the
is expressly authorized to make, alter, amend or repeal the Bylaws of the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or as may hereafter be amended, no director of the Corporation shall
personally liable to the Corporation or its stockholders for or with respect
any acts or omissions in the performance of his or her duties as a director
the Corporation. Any amendment or repeal of this Article VII will not
eliminate or reduce the affect of any right or protection of a director of
Corporation existing immediately prior to such amendment or repeal.
VIII. SPECIAL VOTING REQUIREMENTS
following actions, when
submitted to the stockholders of the Corporation for their consideration,
require the affirmative vote of at least 66-2/3% of the outstanding Common
of the Corporation: amendment of Sections (a), (b), or (c) of Article V of
Certificate of Incorporation. The foregoing voting requirements shall
not otherwise be deemed to affect the
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 outside
the State of Delaware at such place or places as may be designated from time
time by the Board or in the Bylaws of the Corporation.
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
granted subject to this reservation.
UNDERSIGNED, being the President and Secretary of IFSA Strongman, Inc. pursuant
to the General Corporation law of the State of Delaware, do make this
certificate, hereby declaring and certifying, under penalties of perjury,
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 26th day of October, 2007.