**Exhibit3.1**

 

**CERTIFICATEOF INCORPORATION**

 

**OF**

 

**POORE BROTHERS HOLDINGS, INC.**

 

FIRST: The name of the corporation is **Poore Brothers Holdings, Inc.** (the“Corporation”).

 

SECOND: The address of its registered office in the State of Delaware is1209 Orange Street, in the County of New Castle, Wilmington, Delaware  19801, and the name of its registered agentat such address is The Corporation Trust Company.

 

THIRD: The nature of the business or purposes to be conducted or promoted are:

 

To engage in any lawful act or activity forwhich corporations may be organized under the General Corporation Law of theState of Delaware; and

 

in general, to possess and exercise all thepowers and privileges granted by the General Corporation Law of the State ofDelaware or by any other law of Delaware or by this certificate ofincorporation, together with any powers incidental thereto, so far as suchpowers and privileges are necessary or convenient to the conduct, promotion orattainment of the business or purposes of Corporation.

 

FOURTH: The total number of shares of all classes of stock which the Corporationshall have authority to issue is Five Million Twenty-Five Thousand (5,025,000)shares, consisting of:

 

(a)                                  Twenty-FiveThousand (25,000) shares of preferred stock, $100 par value per share (the“Preferred Stock”), and

 

----

 

(b)                                 FiveMillion (5,000,000) shares of common stock, $0.01 par value per share (the“Common Stock”).

 

1.                                       PreferredStock.  Shares of the preferredstock of the Corporation may be issued from time to time in one or more classesor series, each of which class or series shall have such distinctivedesignation or title as shall be fixed by the Board of Directors of theCorporation prior to the issuance of any shares thereof.  Each such class or series of preferred stockshall have such voting powers, full or limited, or no voting powers, and suchother relative rights, powers and preferences, including, without limitation,the dividend rate, conversion rights, if any, redemption price and liquidationpreference, and such qualifications, limitations or restrictions thereof, asshall be stated in such resolution or resolutions providing for the issuance ofsuch class or series of preferred stock as may be adopted from time to time bythe Board of Directors prior to the issuance of any shares thereof pursuant tothe authority hereby expressly vested in it, all in accordance with the laws ofthe State of Delaware.

 

2.                                       CommonStock.  Subject to any preferentialdividend rights applicable to shares of the Preferred Stock, the holders ofshares of the Common Stock shall be entitled to receive such dividends as maybe declared by the Board of Directors.

 

In the event of any voluntary or involuntaryliquidation, dissolution or winding up of the Corporation, after distributionin full of the preferential amounts to be distributed to the holders of sharesof the Preferred Stock, the holders of shares of the Common Stock shall beentitled to receive all of the remaining assets of the Corporation availablefor distribution to its shareholders, ratably in proportion to the number ofshares of the Common Stock held by them.

 

2

----

 

The holders of shares of the Common Stockshall be entitled to vote on all matters at all meetings of the shareholders ofthe Corporation and shall be entitled to one vote for each share of the CommonStock entitled to vote at such meeting.

 

FIFTH: The name and mailing address of the incorporator is Jeffrey B. Cobb,Esq., c/o Cummings & Lockwood, Four Stamford Plaza, 107 Elm Street,Stamford, Connecticut  06902.

 

SIXTH: The Board of Directors is expressly authorized to exercise all powersgranted to the directors by law except insofar as such powers are limited ordenied herein or in the By-Laws of the Corporation.  In furtherance of such powers, the Board of Directors shall havethe right to make, alter or repeal the By-Laws of the Corporation.

 

SEVENTH: Meetings of shareholders may be held within or without the State ofDelaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provisioncontained in the statutes) outside the State of Delaware at such place orplaces as may be designated from time to time by the Board of Directors or inthe By-Laws of the Corporation. Elections of directors need not be by written ballot unless the By-Lawsof the Corporation shall so provide.

 

EIGHTH: Whenever a compromise or arrangement is proposed between the Corporationand its creditors or any class of them and/or between the Corporation and itsshareholders or any class of them, any court or equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of theCorporation or of any creditor or shareholder thereof or on the application ofany receiver or receivers appointed for the Corporation under the provisions ofSection 291 of Title 8 of the Delaware Code or on the

 

3

----

 

application of trustees in dissolution or of any receiver or receiversappointed for the Corporation under the provisions of Section 279 of Title8 of the Delaware Code, order a meeting of the creditor or class of creditors,and/or of the shareholders or class of shareholders, of the Corporation, as thecase may be, to be summoned in such a manner as the said court directs..  If a majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of theshareholders or class of shareholders, of the Corporation, as the case may be,agree to any compromise or arrangement and to any reorganization of theCorporation as a consequence of such compromise or arrangement, the saidcompromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application is made, be binding upon all of thecreditors or class of creditors, and/or on all the shareholders or class ofshareholders, of the Corporation, as the case may be, and also on theCorporation.

 

NINTH: No director shall have any personal liability to the Corporation or itsshareholders for any monetary damages for breach of fiduciary duty as adirector, except that this Article shall not eliminate or limit theliability of each director (i) for any breach of such director’s duty ofloyalty to the Corporation or its shareholders, (ii) for acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law, (iii) under Section 174 of the Delaware GeneralCorporation Law, or (iv) for any transaction from which such directorderived an improper personal benefit.

 

Neither the amendment nor the repeal of thisArticle NINTH, nor the adoption of any provision of the certificate ofincorporation inconsistent with this Article NINTH, shall eliminate orreduce the effect of this Article NINTH in respect of any matter occurringor any cause of action, suit or claim that, but for this Article NINTH,would accrue or arise, prior to such amendment, repeal or adoption of aninconsistent provision.

 

4

----

 

TENTH: The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this certificate of incorporation in the manner now orhereafter prescribed by statute.

 

THE UNDERSIGNED, being the sole incorporatorhereinbefore named, for the purpose of forming a corporation pursuant to theGeneral Corporation Law of the State of Delaware, makes this certificate,hereby declaring and certifying that this is his act and deed and the factsherein stated are true, and accordingly, has hereunto set his hand on the 23rdday of February, 1995.

 

 
|   |              |   |
|--------|-------------------|--------|
|   | Jeffrey B. Cobb   |
|   | Sole Incorporator |

 

5

----