RESTATED CERTIFICATE OF INCORPORATION
OF INTERNATIONAL DISPLAYWORKS, INC.,
a Delaware corporation
International DisplayWorks, Inc., a corporation organized and existing
under the laws of the State of Delaware, (the "Corporation") hereby certifies as
1. The name of the Corporation is International DisplayWorks, Inc. and the
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on June 1, 1999.
2. This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with Sections 242 and 245 of the Delaware General Corporation Law.
3. The amendments and the restatement of the Corporation's Certificate of
Incorporation as set forth herein have been duly adopted by the stockholders in
accordance with the provisions of Sections 242 and 245 of the Delaware General
4. The text of the Restated Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is International DisplayWorks, Inc.
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, County of Newcastle, Delaware 19805; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Company Corporation.
THIRD: The purpose or purposes of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.
FOURTH: The Corporation is authorized to issue two classes of stock,
designated Common Stock, $0.001 par value ("Common Stock") and Preferred Stock,
$0.001 par value. The total number of shares which the Corporation is authorized
to issue is Fifty Million (50,000,000). The total number of shares of Common
Stock is Forty Million (40,000,000) and the total number of shares of Preferred
Stock is Ten Million (10,000,000).
Shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors shall determine the designation of each series
and the authorized number of shares of each series. The Board of Directors is
authorized to determine and alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of shares of
Preferred Stock and to increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series. If the number of shares of any
series of Preferred Stock shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board is expressly authorized to make, alter
or repeal the Bylaws of the Corporation, subject to the power of the
stockholders of the Corporation to alter or repeal any Bylaws made by the Board.
SEVENTH: Unless, and except to the extent that, the Bylaws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.
EIGHTH: 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 to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing
hereunder with respect to any act or omission occurring prior to such repeal or
NINTH: The Corporation shall indemnify its officers, directors, employees
and agents to the extent permitted by the General Corporation Law of Delaware.
TENTH: 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
whomever 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
ELEVENTH: Notwithstanding any other provision of this Certificate of
Incorporation, any action by the stockholders may be taken by written consent in
lieu of a meeting, without prior notice or vote, of the holders of that portion
of the total voting power necessary to authorize such action. The manner of
obtaining any such written consent shall be governed by the Corporation's
5. The Board of Directors of the Corporation approved this amendment and
restatement of the Certificate of Incorporation.
6. The stockholder of the Corporation holding all of the outstanding shares
of the Corporation, by written consent in accordance with Section 228 of the
General Corporation Law of Delaware, voted in favor of this amendment and
restatement of the Certificate of Incorporation.
[THIS SPACE WAS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its authorized officers this 1st day of August, 2001.
/s/ ANTHONY GENOVESE
Anthony Genovese, President
/s/ ALAN LEFKO
Alan Lefko, Secretary