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Delaware
The First State
I, Jeffrey w. bullock, 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 “telidyne, inc.”,
filed in this office on the seventeenth day of jAnuary, a.d.
2019, at 8:36 o’clock a.m.
a filed copy of this certificate has been forwarded to the
new castle county recorder of deeds.
72421178100
SR#20190324098
You may verify this certificateonline atcorp.delaware.gov/ authver.shtml
Authentication:202096163
Date :01-17-19
State ofDelaware
Secretary ofState
Divisionof Corporations
Delivered08:36 A M. 01/17/2019
FILED08:36A.M. \01/17/2019
SR20190324098• File Number 7242117
CERTIFICATE OF INCORPORATION
OF
TELIDYNE, INC.
(a Delaware corporation)
The undersigned,inorder to form a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST:The name of the Corporation is Telidyne, Inc.
SECOND: Theaddress oftheregisteredoffice of the Corporationinthe State ofDelawareis910 Foulk Road, Suite201,Wilmington, County of Newcastle, Delaware 19803.The name ofits registeredagent atthe address is Corporations andCompanies,Inc.
THIRD: The purpose of the Corporation is to engagein anylawful act or activity for whichcorporationsmaybe organized under the General CorporationLawof the State of Delaware.
FOURTH:The total number of shares of all classes which the Corporationisauthorizedtohave outstanding is Five Hundred Million (500,000,000) shares of which stock Four Hundred Eighty Million (480,000,000) sharesinthe par value of $.0001 each, amountinginthe aggregate of Forty Eight Thousand Dollars($48,000)shall be common stock and of which Twenty Million (20,000,000) sharesinthe par value of$.0001each, amountingintheaggregatetoTwo Thousand Dollars ($2,000) shallbepreferred stock The board of directorsisauthorized, subject to limitations prescribed by law,toprovide for theissuanceoftheauthorized shares of preferred stock in series, andby filingacertificate pursuanttotheapplicable law ofthe State of Delaware,to establish from time to time the number of sharestobe includedineachsuchseriesand the qualifications, limitations or restrictions thereof. The authority of the boardwithrespect to eachseriesshallinclude, butnot belimited to,determination of the following:
(a) | The numberofshares constitutingthatseries and the distinctive designation of that series; |
(b) | The dividend rate on the shares of that series, whether dividends shall be cumulative,and,ifso,from which date or dates, andtherelativerights of priority,ifany,ofpayment of dividends on shares ofthatseries; |
(c) | Whetherthatseriesshallhavevotingrights,in additiontothe voting rights providedbylaw,and,ifso,thetermsofsuchvotingrights ; |
(d) | Whether that series shall have conversion privileges, and,ifso,the termsandconditions of such conversion,including provision foradjustmentofthe conversion rateinsucheventsas the Board ofDirectors shalldetermine; |
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(e) | Whetherornot the sharesofthat series shill be redeemable, and,ifso, the terms and conditions of such redemption, including the date or date upon or after whichtheyshallberedeemable, and the amount per share payable in case of redemption, whichamount mayvaryunder differentconditions,and atdifferent redemption rates; |
(f) | Whether that series shall have a sinking fund for the redemption or purchase of shares ofthatseries, and,ifso, the terms andamountof such sinking fund; |
(g) | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rightsofpriority,ifany, of payment of shares of that series; |
(h) | Any other relativerights,preferences and limitationsofthat series, unless otherwise provided bythe certificateof determination. |
FIFTH:Election ofdirectors at anannual orspecialmeetingofstockholdersneednotbebywritten ballot unless thebylawsof the corporationshallotherwise provide. Thenumber of directors of thecorporationwhich shallconstitutethe whole board of directorsshall be such as from timetotimeshallbefixed by or inthe manner providedinthe bylaws.
SIXTH: In furtheranceandnotinlimitation of thepowers conferredbystatute, theboardofdirectorsis expresslyauthorized to make, repeal, alter, amend and rescind the bylaws of the corporation.
SEVENTH: A director of the corporation shall not be liabletothe corporation or its stockholders for monetary damages from breach of fiduciary dutyas a director, except to the
extent such exemption from liability or limitationthereofisnot permitted under the General Corporation Law of the StateofDelaware as the same exists or may hereafter beamended.Any amendment, modification or repeal of the foregoing sentence shall not adversely affect
any right or protection of a director of the corporation hereunderinrespect of any act or omission occurring prior to the time of such amendment, modification or repeal
EIGHTH:A director or officer of the corporation hallnotbedisqualified by his or her office from dealing or contracting with the corporation as a vendor, purchaser, employee, agentorotherwise. Notransaction,contract or actofthe corporationshall bevoidorvoidable or inany way affected orinvalidatedby reason of thefact thatany director or officer of the Corporation is member of any firm, a stockholder, director or officer of any corporation or trustee or beneficiary of any trustthat is inany way interested in suchtransaction,contract or act. No director or officer shallbeaccountable or responsible to the corporation for or in respecttoanytransaction,contract or act of the corporation or for any gain or profit directly or indirectly realizedbyhim or her by reason of the fact that he or she or anyfirminwhich he or sheisa member oranycorporation of which he orsheisa stockholder, director, or officer, or anytrustofwhichhe or she isatrustee, or beneficiary,isinterestin suchtransaction,contract or act; provided the fact that suchdirectoror officer or such firm, corporation, trustee
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orbeneficiary of suchtrust,isso interest shall have been disclosed or shall have been knowntothe members of the board of directors as shallbepresent atanymeeting at which action upon such contract. transaction or act shall have been taken.Anydirectormaybe countedindetermining the existence of a quorum at any meeting of the boardofdirectors which shall authorize or take action in respect toanysuch contract,transactionor act,,and mayvote thereat to authorize, ratify or approveanysuchcontract,transaction or act, andanyofficer of the corporation may take any action within the scopeofhis or her authority, respecting such contract, transaction or act with like forceandeffect asifhe or she oranyfirm of which he or sheisamember,oranycorporation of which he or she is a stockholder, director or officer, orany trustof which he or sheisatrusteeor beneficiary, were not interested insuchtransaction, contract or act. Without limiting or qualifying the foregoing, if inanyjudicial or other inquiry, suit, cause or proceeding, the question of whether a director or officer of the corporation has actedingood faithismaterial, and notwithstandinganystatue or rule of law or equitytothe contrary(if anythere be) his or her good faith shallbepresumed in the absenceofproof to the contrarydearand convincing evidence.
NINTH:Whenevera compromise orarrangementis proposed betweenthe corporation and its creditors oranyclass of them and/or between the corporation anditsstockholders oranyclassof them,anycourt of equitable jurisdiction within the StateofDelaware may, on the application in a summarywayof the corporation orof any creditor or stockholder thereof or ontheapplicationofanyreceiver or receivers appointed for the corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the applicationoftrusteesindissolution or ofanyreceiver or receivers appointedforthe corporation under the provisions of Section 279 of Title 8 of the Delaware Code,ordera meeting of the creditors orclassof creditors, and/or of the stockholders or class of stockholders of the corporation., as the casemay be, to besummonedin such manner as the said courtdirects.Ifa majority in number representing three-fourths in value of the creditors of classof creditors, and/or the stockholders or class of stockholders of the corporation., as the case maybe,agreetoany compromise orarrangementandtoanyreorganization ofthiscorporation as consequence of such compromise orarrangementthe said compromise or arrangement and the said reorganization shall,ifsanctionedbythe courttowhichthesaid applicationhas been made,be binding cm all the creditors or class of creditors,and/or on all the stockholders or class of stockholders, of the corporation, as the case maybe,and also on the corporation.
TENTH: The corporation reserves the righttoamend and repeal any provision contained in this certificate of incorporation in the manner prescribedbythe laws of the State of Delaware. All rights herein conferred are granted subjectto this reservation.
ELEVENTH: The incorporatorisAron Govil whose mailing address is 19 Engineers lane, Farmingdale,NY 11735.
TWELVTH:The powers of the incorporator arc toterminateuponfilingofthisCertificate.The namesandthe mailing addresses of the personwhowillserve as initial director untilthe first annual meeting of the stockholders of thecorporation,oruntila
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successor is elected and qualified,isAron Govil, address: 19 Engineers lane, Farmingdale,NY:
11735.
I, the undersigned,beingthe incorporator, for the purpose of forminga;corporationunderthe laws of the StateofDelawaredo make, fileandrecord this,Certificate of Incorporation, do certify that the facts herein stated are true, and,accordingly,have hereuntosetmyhand this17th dayofJanuary,2019.
/s/ Aron Govil
Aron Govil,
Incorporator
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