Fill and Sign the Sabre a Preliminary Proxy Statement Providing Form

22.02[1][a] Mandatory Provisions with Commentary CERTIFICATE OF INCORPORATION OF _______________ FIRST. The name of the corporation is ______. Comment: 8 Del. Code Ann. 102(a)(1) requires that the name of the corporation must contain words or abbreviations such as "company," "corporation," "incorporated," or like corporate descriptions. In addition, the corporation's name must be sufficiently different from other corporate names "such as to distinguish it upon the records" of the Secretary of State. Also, the use of the word "bank" is specifically limited to certain prescribed circumstances. The office of the Secretary of State provides a name reservation service which allows the practitioner to reserve a name for up to thirty days. SECOND. The address of the corporation's registered office in the State of Delaware is _______, City of _______, County of _______, Delaware 19___. The name of its registered agent at such address is _______. Comment: The exact street address of the corporation's "registered office" (the office of the registered agent for service of process in Delaware) is important. Generally, the Secretary of State's office will not accept a certificate for filing if the address is merely a post office box, rather than a street address, or if the name of the county is omitted. In addition, if the attorneys filing the incorporation papers are from outside of Delaware, the Secretary of State's office generally follows a practice of checking with the designated registered agent to ensure that it has accepted the designation before filing the documents. THIRD. The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of the State of Delaware. Comment: Delaware no longer requires incorporators to state specific "purposes" in a corporate charter. Thus, the so-called "all purpose" clause is frequently used, thereby eliminating the practical problem of amending the charter when a corporation with a limited "purpose" clause commences a new line of business. Note however, that the clause may be inappropriate if the corporation is doing business in certain jurisdictions, where a more limited statement of corporate purpose may be desirable or even required. FOURTH. The total number of shares which the corporation shall have authority to issue is _______ shares of common stock, and the par value of each such share is $_______ per share. - OR- The total number of shares which the corporation shall have authority to issue is _______ shares of common stock without par value. - OR - The total number of shares of capital stock which the corporation shall have authority to issue is _______ shares, of which _______ shares shall be preferred stock, $_____ [without] par value, and shares shall be common stock, $_____ [without] par value. Comment: The capitalization provisions in the charter can be extensive and complex. The first two of these sample provisions provide a simple structure of either all par value common stock or all no par value common stock, the principal difference between the two vehicles being the mechanics of issuance. The third provision provides for the issuance of both preferred and common stock. If the stock is assigned a par value in the charter, the directors may never issue it for less than that par value. Stock without par value may generally be issued for whatever constitutionally permitted consideration the Board of Directors deems appropriate. Generally, corporations with 3,000 or less authorized shares will pay the minimum franchise tax of $30, but beyond this threshold, a corporation with par value shares may pay less tax than a corporation whose shares have no par value. FIFTH. The name and mailing address of the incorporator is _______. - AND OPTIONALLY - The name and address of the person who will serve as director until the first annual meeting of stockholders or until his successor is elected and qualified is _______. Comment: 8 Del. Code Ann. 102(a)(5) and (6) require the name and address of the incorporator or incorporators and, if the incorporator's powers terminate on filing of the certificate, the name and address of the initial director or directors. There need not be more than one incorporator or director. Naming only the incorporator permits the parties in interest to maintain their anonymity if desired.