EXHIBIT 3.1

 

 

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           ONE SOURCE STAFFING, INC.

 

 

         I, THE UNDERSIGNED, for the purposes of incorporating and organizing a

corporation under the General Corporation Law of the State of Delaware, do

execute this Certificate of Incorporation and DO HEREBY CERTIFY as follows:

 

                                  ARTICLE ONE

 

         The name of the Corporation is ONE SOURCE STAFFING, INC.

 

                                  ARTICLE TWO

 

         The address of the Corporation's registered office in the State of

Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,

Delaware 19801.  The name of its registered agent at such address is The

Corporation Trust Company.

 

                                 ARTICLE THREE

 

         The purpose of the Corporation is to engage in any lawful act or

activity for which corporations may be organized under the Delaware General

Corporation Law.

 

                                  ARTICLE FOUR

 

         The total number of shares of all classes of stock which the

Corporation shall have authority to issue is twenty seven million (27,000,000),

divided into two classes of which one million (1,000,000) shares, par value

$.01 per share, shall be designated Preferred Stock (the "Preferred Stock"),

and twenty-six million (26,000,000) shares, par value $.01 per share, shall be

designated Common Stock (the "Common Stock").

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         A.      Preferred Stock

 

         The Board of Directors is authorized, subject to limitations

prescribed by law, to provide for the issuance of shares of Preferred Stock in

one or more series, to establish the number of shares to be included in each

such series and to fix the designations, powers, preferences and rights of the

shares of each such series, and any qualifications, limitations or restrictions

thereof.

 

         B.      Common Stock

 

         1.      Dividends.  Subject to the preferential rights, if any, of the

Preferred Stock, the holders of shares of Common Stock shall be entitled to

receive, when and if declared by the Board of Directors, out of the assets of

the Corporation which are by law available therefor, dividends payable either

in cash, in property or in shares of Common Stock or other securities of the

Corporation.

 

         2.      Liquidation.  In the event of any voluntary or involuntary

liquidation, dissolution or winding up of the affairs of the Corporation, after

payment or provision for payment of the debts and other liabilities of the

Corporation and of the preferential amounts, if any, to which the holders of

Preferred Stock may be entitled, the holders of all outstanding shares of

Common Stock shall be entitled to share ratably in the remaining net assets of

the Corporation.

 

         3.      Voting Rights.  At every annual or special meeting of

stockholders of the Corporation, every holder of Common Stock shall be entitled

to one vote, in person or by proxy, for each share of Common Stock standing in

his or her name on the books of the Corporation.

 

 

 

 

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                                  ARTICLE FIVE

 

         The incorporator of the Corporation is Fred M. Perkins, III, whose

mailing address is Wright, Lindsey & Jennings, 200 W. Capitol Avenue, Suite

2200, Little Rock, Arkansas 72201.

 

                                  ARTICLE SIX

 

         In furtherance and not in limitation of the powers conferred by

statute, the Board of Directors of the Corporation is expressly authorized to

adopt, alter and repeal the By-Laws of the Corporation.

 

                                 ARTICLE SEVEN

 

         The Corporation reserves the right to amend, alter, change or repeal

any provisions in this Certificate of Incorporation, in the manner now or

hereafter prescribed by statute.

 

                                 ARTICLE EIGHT

 

         No director of the Corporation shall be 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 an improper personal

benefit.  If the General Corporation Law of Delaware is hereafter amended to

permit further elimination or limitation of the personal liability of

directors, then the liability of a director of the Corporation shall be

eliminated or limited to the fullest extent permitted by the General

Corporation Law of Delaware as so amended.  Any repeal or modification of this

ARTICLE EIGHT shall not

 

 

 

 

 

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adversely affect any right or protection of a director of the Corporation

existing at the time of such repeal or modification.

 

                                  ARTICLE NINE

 

         To the fullest extent permitted by the General Corporation Law of

Delaware, as the same may be amended from time to time, the Corporation shall

indemnify any and all of its directors and officers, or former directors and

officers, or any person who may have served at the Corporation's request as a

director or officer of another corporation, partnership, joint venture, trust,

or other enterprise, and the indemnification provided for herein shall not be

deemed exclusive of any other rights to which those indemnified may be entitled

under any By-law, agreement, vote of stockholders, vote of disinterested

directors or otherwise, and shall continue as to a person who has ceased to be

a director or officer and shall inure to the benefit of the heirs, executors

and administrators of such persons and the Corporation may purchase and

maintain insurance on behalf of any director or officer to the extent permitted

by Section 145 of the Delaware General Corporation Law.

 

                                  ARTICLE TEN

 

         Whenever a compromise or arrangement is proposed between the

Corporation and its creditors or any class of them and/or between the

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of the Corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for the Corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers

appointed for the Corporation under the provisions

 

 

 

 

 

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of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors

or class of creditors, and/or of the stockholders or class of stockholders of

the Corporation, as the case may be, to be summoned in such a manner as the

said court directs.  If a majority in number representing three-fourths in

value of the creditors or class of creditors, and/or of the stockholders or

class of stockholders of the Corporation as the case may be, agree to any

compromise or arrangement and to any reorganization of the Corporation as a

consequence of such compromise or arrangement, the said compromise or

arrangement and the said reorganization, shall if sanctioned by the court to

which the said application has been made, be binding on all the creditors or

class of creditors, and/or on all the stockholders or class of stockholders, of

the Corporation, as the case may be, and also on the Corporation.

 

                                 ARTICLE ELEVEN

 

         The powers of the incorporator are to terminate upon the filing of

this Certificate of Incorporation.  The name and mailing address of the person

who is to serve as the initial director of the Corporation until the first

annual meeting of stockholders of the Corporation, or until his successor is

elected and qualifies, is:

 

                 Clete T. Brewer

                 P. O. Box 1687

                 Fayetteville, Arkansas  72702

 

         IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges

that the foregoing Certificate of Incorporation is his act and deed on this

12th day of March, 1996.

 

                                         /s/ FRED M. PERKINS, III

                                        ---------------------------------------

                                        Fred M. Perkins III, Incorporator