CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

FIRST: The name of the Corporation is International Remote Imaging Systems, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 410 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that address is Incorporating Services, Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of Delaware (“GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 93,000,000 consisting of 78,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), and 15,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock” or “Preferred Shares”).

The Preferred Shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the powers, preferences, rights, qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, 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.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by Statute or by this Certificate of Incorporation or the By-Laws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

B. The number of directors of the Corporation shall be as from time to time fixed by or in the manner provided in, the By-Laws of the Corporation.

C. The Board of Directors may adopt, amend or repeal the By-Laws of this corporation.

SIXTH: The officers of the Corporation shall be chosen in such a manner, shall hold their offices for such terms and shall carry out such duties as are determined solely by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.


SEVENTH: A. Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director and/or officer of the Corporation, or is or was serving (during his tenure as director and/or officer), at the request of the Corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, whether the basis of such Proceeding is an alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by Section 145 (except for Section 145(f)) of the GCL. No amendment to or repeal of this Paragraph A shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

B. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Paragraph B shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

C. In furtherance and not in limitation of the powers conferred by statute:

(i) the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(ii) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent authorized or permitted by Section 145 (except for Section 145(f)) of the GCL, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

EIGHTH: The Corporation reserves the right to repeal, alter, amend, or rescind any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.


NINTH: The name and mailing address of the sole incorporator are as follows: Theodore E. Guth, Esq., 1800 Avenue of the Stars, Suite 900, Los Angeles, California 90067.

I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, do certify that the facts stated are true, and accordingly, have hereto set my hand this 5th day of June, 1987.

 

/s/ Theodore E. Guth, Esq

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

The undersigned, being the President and the Secretary, respectively, of International Remote Imaging Systems, Inc., a corporation organized and existing under the laws Of the State of Delaware (the “Corporation”), do hereby certify that:

1. The Board of Directors of the Corporation, at a meeting duly called and held on January 30, 1993, adopted resolutions setting forth two proposed amendments to the Certificate of Incorporation of the Corporation, which amendments are set forth below in Paragraphs 4 (the “Reverse Split Amendment”) and 5 (the “Stockholder Action Amendment”), respectively (collectively, the “Amendments”).

2. In accordance with Section 228 of the Delaware General Corporation Law, the holders of a majority of the outstanding shares of each class of stock entitled to vote on the Reverse Split Amendment approved such Amendment at the Corporation’s 1993 Annual Meeting of Stockholders duly called and held on June 3, 1993.

3. In accordance with Section 228 of the Delaware General Corporation Law, the holders of a majority of the outstanding shares of each class of stock entitled to vote on the Stockholder Action Amendment approved such Amendment at an adjournment of the Corporation’s 1993 Annual Meeting of Stockholders duly authorized and held on June 26, 1993.

4. The first paragraph of the Article FOURTH of the Certificate of Incorporation of the Corporation is amended to read in full as follows:

The total number of shares of stock which the Corporation shall have authority to issue is eighteen million six hundred thousand (18,600,000) shares consisting of fifteen million six hundred thousand (15,600,000) shares of common stock, par value $.01 per share (“Common Stock”), and three million (3,000,000) shares of preferred stock, par value $.01 per share (“Preferred Stock” or “Preferred Shares”). Upon the filing in the Office of the Delaware Secretary of State of the Certificate of Amendment of the Certificate of Incorporation of the Corporation whereby this FOURTH Article is amended to read as set forth herein,


each five (5) issued and outstanding shares of Common Stock shall thereby and thereupon be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. No scrip or fractional shares will be issued by reason of this amendment.

5. A new Article TENTH is added to the Certificate of Incorporation of the Corporation to read in full as follows:

No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

6. The Amendments have been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, International Remote Imaging Systems, Inc. has caused this Certificate of Amendment to be signed by its President and attested by its Secretary this 8th day of July, 1993.

 

INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

By:

 

/s/ Fred Deindoerfer

 

Attest:

 

/s/ E. Eduardo Benmaor

 

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

a Delaware corporation

International Remote Imaging Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:

1. That the first paragraph of Article FOURTH of the Certificate of Incorporation of the Company is hereby amended to read in full as follows:

“The total number of shares of all classes of stock which the corporation shall have authority to issue is fifty-three million (53,000,000) shares, consisting of fifty million (50,000,000) shares of Common Stock, having a par value of $.01 per share (the “Common Stock”) and three million (3,000,000) shares of Preferred Stock, having a par value of $.01 per share (the “Preferred Stock”).

2. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by approval of the Board of Directors of the Company at its meeting on March 25, 2001.

3. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the affirmative vote of the holders of at least a majority of the outstanding Common Stock of the Company entitled to vote thereon at the annual meeting of stockholders on June 1, 2001. There are no other classes of stock outstanding entitled to vote on this amendment.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be duly executed by its authorized officer this 1st day of June, 2001.

 

International Remote Imaging Systems, Inc.

By:

 

/s/ Donald E. Horacek

 

Donald E. Horacek, Secretary

[As filed: 09-24-2010]