Surety Holdings Corp – ‘10SB12G’ on 2/9/01 – EX-2.01

On:  Friday, 2/9/01, at 12:28pm ET   ·   Accession #:  950123-1-1032   ·   File #:  0-32331

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10-Sb                                            45    161K 
 2: EX-2.01     Certificate of Incorporation                           2      8K 
 3: EX-2.02     Certificate of Merger, With Agreement of Merger        5     17K 
 4: EX-2.03     By-Laws                                               11     25K 
 5: EX-2.04     Amendment to By-Laws                                   1      8K 
 6: EX-5.01     Lock Up Agreement                                      1      5K 
 7: EX-8.01     Agreement and Plan of Merger                          33     99K 

EX-2.01   —   Certificate of Incorporation

EX-2.01
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                                                                    EXHIBIT 2.01

CERTIFICATE OF INCORPORATION
OF
 SURETY HOLDINGS CORP.
A DELAWARE CORPORATION

      1. The name of the corporation is: Surety Holdings Corp., a Delaware
corporation.                                                                    

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County 
of New Castle. The name of its registered agent as such address is The          
Corporation Trust Company.                                                      

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

         4. The total number of shares of stock which the corporation shall have
authority to issue is 200,000,000 and the par value of each of such shares is   
$0.001 amounting in the aggregate to $200,000.00.                               

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

                                                                [Download Table]

     Name                                   Address         
     ----                                   -------         
                                                            
Yoshihiro Kamon                             55-515 Hawi Road
                                            Hawi, HI 96719  

      6. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

        7. A director of the corporation shall not be personally 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        
omission 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 any improper   
personal benefit.                                                               

8. The name and mailing address of the incorporator is:       

Erin L. Reilly                              
Corporation Trust Center                    
1209 Orange Street                          
Wilmington, Delaware 19801                  

EX-2.01
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       I, THE UNDERSIGNED, being the incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of     
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have      
hereunto set my hand this 7th day of April, 1999.                               

              /s/ Erin L. Reilly
                  --------------
                  Erin L. Reilly