ICANN Registry Proposal
Sponsoring Organization's Proposal - Exhibit A
CERTIFICATE OF INCORPORATION
GROUP ONE REGISTRY, INC.
ARTICLE 1. NAME
The name of this corporation is Group One Registry, Inc.
ARTICLE 2. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is
2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and the name of its initial registered agent at such address is Corporation Service Company.
ARTICLE 3. PURPOSES
The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE 4. SHARES
The total number of shares which this corporation shall have authority to issue is 80,000,000, consisting of 50,000,000 shares of common stock having a par value of $.0001 per share and 30,000,000 shares of preferred stock having a par value of $.0001 per share.
Authority is hereby expressly granted to the Board of Directors to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of the corporation.
ARTICLE 5. INCORPORATOR
The name and mailing address of the incorporator are as follows:
Peter K. Schalestock
1201 Third Avenue, Suite 4800
Seattle WA 98101-3099
ARTICLE 6. DIRECTORS
The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The names and mailing addresses of the persons who are to serve as Directors until the first annual meeting of stockholders or until their successors are elected and qualify are:
c/o WebVision, Inc.
16771 NE 80th Street, Suite 100
Redmond WA 98052
c/o WebVision, Inc.
19950 Mariner Ave.
Torrence, CA 90503
ARTICLE 7. BYLAWS
Except as provided in Article 14 hereof, the Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation.
ARTICLE 8. ELECTION OF DIRECTORS
Written ballots are not required in the election of Directors.
ARTICLE 9. NO PREEMPTIVE RIGHTS
Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation.
ARTICLE 10. NO CUMULATIVE VOTING
The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.
ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION
This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation.
ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY
To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 12 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE 13. ACTION BY STOCKHOLDERS WITHOUT A MEETING
Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Upon this corporation's becoming a Public Company, actions of the stockholders may be taken only at a meeting thereof and may not be taken by written consent. This corporation shall be a "Public Company" upon the earlier of (a) a vote by the Board of Directors of this corporation referencing this Article 13 and designating the corporation a Public Company, (b) when a registration statement filed by this corporation under the Securities Act of 1933, as amended, in connection with an offering of this corporation's securities to the general public first becomes effective or (c) upon the effective date of the registration of this corporation's securities pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
ARTICLE 14. LIMITATIONS ON CORPORATE AUTHORITY
Notwithstanding anything herein to the contrary, the corporation shall not amend any of the provisions of the Bylaws of the corporation concerning (a) the establishment, composition, or authority of the Registry Policy Board of the corporation, or (b) the appointment or removal of members of the Registry Policy Board, without obtaining the prior approval for such action from the stockholders of the corporation. Such approval shall require the affirmative vote of not less than 75% of the outstanding shares.
Dated: September 29, 2000.
Peter K. Schalestock, Incorporator