**Exhibit3.1**

 

 

CERTIFICATEOF INCORPORATION

**OF**

**GELSTATCORPORATION**

 

 

1.               The name of the corporation is GelStat Corporation (the “Company”).

 

2.               The address of its registered office in the State of Delaware, County of New Castle, is 3411 Silverside Road, Rodney Building#104, Wilmington, Delaware 19810. The name of its registered agent at such address is Corporate Creations Network, Inc.

 

3.               The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporationsmay be organized under the Delaware General Corporation Law.

 

4.               The Company shall have authority to issue:

 

(a)50,000,000****shares of common stock, par value $0.01 per share.

(b) 10,000.000shares of preferred stock, par value $0.01 per share.

with such rightspreferences and limitations as may be set from time to time by resolution of the Board of Directors and the filing of a certificateof designation as required by the Delaware General Corporation Law;

 

5.	Thename and mailing address of the incorporator is as follows:

 

MichaelD. Harris

1555Palm Beach Lakes Boulevard

Suite310

	WestPalm Beach, FL 33401

 

6.               The name and mailing address of each person who is to serve as a director until the first annual meeting of the shareholdersor until a successor is elected and qualified, is as follows:

 

 

7.               The Company is to have perpetual existence. In furtherance and not in limitation of the powers conferred by statute,the board of directors is expressly authorized to make, amend, alter or repeal the bylaws of the Company, subject to thelimitations of Section 109 of the Delaware General Corporation Law which provides that this delegation of power to the boardof directors shall not divest the shareholders of their rights under Section 109.

 

8.               Elections of directors need not be by written ballot unless the bylaws of the Company shall so provide.

 

Meetingsof shareholders may be held within or without the State of Delaware as the bylaws may provide. The books of the Company may bekept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designatedfrom time to time by the board of directors or in the bylaws of the Company.

 

9.               The Company reserves the right to amend, alter, change or repeal any provision contained in this certificate ofincorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein aregranted subject to this reservation.

 

10.               No director of this Company shall be personally liable to the Company or its shareholders for monetary damages for breach offiduciary duty as a director. Nothing in this paragraph shall serve to eliminate or limit the liability of a director (a) forany breach of the director’s duty of loyalty to this Company or its shareholders, (b) for acts or omissions not in goodfaith or which involves intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware GeneralCorporation Law, or (d) for any transaction from which the director derived an improper personal benefit. If the DelawareGeneral Corporation Law is amended after approval by the shareholders of this article to authorize corporate action furthereliminating or limiting the personal liability of directors, then the liability of a director of the Company shall beeliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

 

Anyrepeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protectionof a director of the Company existing at the time of such repeal or modification.

 

11.        (a)	Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action,suit or proceeding (except as provided in Section 11 (f)) whether civil, criminal or administrative, (a“Proceeding”), or is contacted by any governmental or regulatory body in connection with any investigation orinquiry (an “Investigation”), by reason of the fact that he or she is or was a director or executive officer (assuch term is utilized pursuant to interpretations under Section 16 of the Securities Exchange Act of 1934) of the Company oris or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (an“Indemnitee”), whether the basis of such Proceeding or Investigation is alleged action in an official capacity orin any other capacity as set forth above shall be indemnified and held harmless by the Company to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of anysuch amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights thansuch law permitted the Company to provide prior to such amendment), against all expense, liability and loss(including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement)reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to anIndemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of theIndemnitee’s heirs, executors and administrators. The right to indemnification conferred in this Section shall be acontract right and shall include the right to be paid by the Company the expenses incurred in defending any such Proceedingin advance of its final disposition (an “Advancement of Expenses”); provided, however, that an Advancementof Expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further rightto appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (an“Undertaking”). 

 

(b)	Ifa claim under Section 11(a) is not paid in full by the Company within 60 days after a written claim has been received by the Company,except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 days, the Indemniteemay at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole orin part in any such suit or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of anUndertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In

 

	(i)	anysuit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee toenforce a right to an Advancement of Expenses) it shall be a defense that, and

 

	(ii)	anysuit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Company shall be entitledto recover such expenses upon a final adjudication that, 

 

theIndemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failureof the Company (including its board of directors, independent legal counsel, or its shareholders) to have made a determinationprior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemniteehas met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by theCompany (including its board of directors, independent legal counsel, or its shareholders) that the Indemnitee has not met suchapplicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suitbrought by the Indemnitee to enforce a right hereunder, or by the Company to recover an Advancement of Expenses pursuant to theterms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified or to such Advancement ofExpenses under this Section 11 or otherwise shall be on the Company.

 

(c)	Therights to indemnification and to the Advancement of Expenses conferred in this Section shall not be exclusive of any other rightwhich any person may have or hereafter acquire under any statute, this certificate of incorporation, bylaw, agreement, vote ofshareholders or disinterested directors or otherwise.

 

(d)	TheCompany may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Companyor another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whetheror not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware GeneralCorporation Law.

 

(e)	TheCompany may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to theAdvancement of Expenses, to any employee or agent of the Company to the fullest extent of the provisions of this Section withrespect to the indemnification and Advancement of Expenses of directors, and executive officers of the Company.

 

(f)	Notwithstandingthe indemnification provided for by this Section 11, the Company’s bylaws, or any written agreement, such indemnity shallnot include any expenses incurred by such Indemnitees relating to or arising from any Proceeding in which the Company assertsa direct claim against any Indemnitee whether such claim by the Company is termed a complaint, counterclaim, crossclaim, third-partycomplaint or otherwise.

 

12.                Special meetings of the shareholders shall be held when directed by theCompany’s Board of Directors or upon written request by any beneficial owner, as defined by the Rules of the Securitiesand Exchange Commission, of 10% or more of the outstanding shares of common stock.

 

13.               TheCompany expressly elects not to be governed by Section 203 of the General Corporation Law of the State ofDelaware.
 

I,THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DelawareGeneral Corporation Law, do make this certificate, hereby declaring and certifying that this is my act and deed and the factsherein stated are true, and accordingly have hereunto set my hand this 12th day of August, 2010.

 

 

 

/s/Michael D. Harris 

MichaelD. Harris, Incorporator

 

 

 

G:\MISCCLIENTS\G-I\GelStat Corporation\Corporate Documents\Charters and Bylaws\Certificate of Incorporation - DE Clean rec'd from client6-28-10.doc