EX-3.01 2 v057275_ex3-01.htm Unassociated Document
EXHIBIT 3.01
Delaware
The First State
 
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FROMEX EQUITY CORP.", FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2006, AT 5:51 O’CLOCK P.M.
 
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
 
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State of Delaware
Secretary of State
Division of Corporations
Delivered 06:04 PM 02/10/2006
FILED 05:51 PM 02/10/2006
SRV 060130545 - 4023875 FILE
 
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION.
 
OF
FROMEX EQUITY CORP. 
 
 
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware foes hereby certify:
 
FIRST: That at a meeting of the Board of Directors of FROMEX EQUITY CORP. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
 
RESOLVED: that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “4” so that, as amended, said Article shall be and read as follows:
 
“4. The total number of shares of stock which the corporation shall have authority to issue is: twenty million (20,000,000) shares of common stock and the par value of each such share is one cent ($.01)
 
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 amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 9th day of February, 2006.
 
     
By:  
Lester J. Tanner
   
Authorized Officer
     
  Title:  
Vice President
     
 
Name:  
Lester J. Tanner
   
Print or Type
 
Delaware
The First State
 
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FROMEX EQUITY CORP.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2005, AT 4:29 O’CLOCK P.M.
 
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State of Delaware
Secretary of State
Division of Corporations
Delivered 04:36 PM 08/31/2005
FILED 04:29 PM 08/31/2005
SRV 050718818 - 4023875 FILE
 
CERTIFICATE OF INCORPORATION
 
OF
 
FROMEX EQUITY CORP.
 
1. The name of the corporation is: Fromex Equity Corp.
 
2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company.
 
3. 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 Delaware.
 
4. The total number of shares of stock which the corporation shall have authority to issue is: five million shares of common stock (5,000,000) and the par value of each of such share is one cent ($.01).
 
5. The name and mailing address of each incorporator is as follows:
 
NAME
  
MAILING ADDRESS
Daniel J. Murphy
  
1209 Orange Street
Wilmington, Delaware 19801
Alan Stachura
  
1209 Orange Street
Wilmington, Delaware 19801
 
The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:
 
NAME
  
MAILING ADDRESS
Murray Stahl, Chairman, CEO
Steven Bregman, President, Treasurer, CFO
Peter Doyle, Vice President, Secretary
  
470 Park Avenue South, 4th Floor
New York, NY 10016
(address for all officers)
 
 
6. The corporation is to have perpetual existence.
 
7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:
 
To make, alter or repeal the by-laws of the corporation.
 
To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.
 
To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.
 
To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.
 
 
When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.
 
8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.
 
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws 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 by-laws of the corporation.
 
9. 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.

 
10. 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 Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.
 
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 31st day of August, 2005.
     
 
 		  
 		  
 
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Daniel J. Murphy
   
   
  sig3 photo
 
Alan Stachura