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Left Behind Games Inc. – ‘8-K/A’ for 2/13/06 – EX-3.2

On:  Monday, 2/13/06, at 6:47pm ET   ·   As of:  2/14/06   ·   For:  2/13/06   ·   Accession #:  1078782-6-157   ·   File #:  0-50603

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/06  Left Behind Games Inc.            8-K/A:1,3,4 2/13/06   14:2.1M                                   Action Edgar Fil… Svc/FA

Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amended 8-K/A                                       HTML    289K 
 2: EX-3.2      Exhibit 3.2 Certificate of Incorporation of Left    HTML     22K 
                          Behind Games, Inc.                                     
 3: EX-3.2.1    Exhibit 3.2.1 Amendment to Certificate of           HTML     12K 
                          Incorporation of Left Behind Games, Inc.               
 4: EX-10.1     Exhibit 10.1 Share Exchange Agreement               HTML    193K 
13: EX-10.10    Exhibit 10.10 Addendum Dated February 1, 2005;      HTML     15K 
                          Employment Agreement for Thomas H.                     
                          Axelson                                                
 5: EX-10.2     Exhibit 10.2 Troy A. Lyndon Employment Agreement    HTML     75K 
 6: EX-10.3     Exhibit 10.3 Addendum Dated June 2, 2004;           HTML     14K 
                          Employment Agreement for Troy A. Lyndon                
 7: EX-10.4     Exhibit 10.4 Addendum Dated February 1, 2005;       HTML     15K 
                          Employment Agreement for Troy A. Lyndon                
 8: EX-10.5     Exhibit 10.5 Jefferey S. Frichner Employment        HTML     73K 
                          Agreement                                              
 9: EX-10.6     Exhibit 10.6 Addendum Dated June 2, 2004;           HTML     15K 
                          Employment Agreement for Jefferey S.                   
                          Frichner                                               
10: EX-10.7     Exhibit 10.7 Addendum Dated February 1, 2005;       HTML     15K 
                          Employment Agreement for Jefferey S.                   
                          Frichner                                               
11: EX-10.8     Exhibit 10.8 Thomas H. Axelson Employment           HTML     72K 
                          Agreement                                              
12: EX-10.9     Exhibit 10.9 Addendum Dated June 2, 2004;           HTML     15K 
                          Employment Agreement for Thomas H.                     
                          Axelson                                                
14: EX-99.1     Miscellaneous Exhibit                               HTML    651K

EX-3.2   —   Exhibit 3.2 Certificate of Incorporation of Left Behind Games, Inc.

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

  EX 3.2 Certificate of Incorporation of Left Behind Games, Inc.  
 
Exhibit 3.2 


CERTIFICATE OF INCORPORATION
OF
LEFT BEHIND GAMES INC.


ARTICLE I

The name of the corporation is Left Behind Games Inc. (“Corporation”).

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, Count of New Castle, 19801. The name of its registered agent at such address is the Corporation Trust Company.

ARTICLE III
 
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware (“GCL”).

ARTICLE IV

The total authorized number of shares of the Corporation shall be 100,000 shares, consisting of 75,000 shares designated as Common Stock, $.001 par value, and 25,000 shares designated as Preferred Stock, $.001 par value. The board of Directors is hereby empowered to cause the Preferred Stock to be issued from time to time for such consideration as it may from time to time fix, and to cause such Preferred Stock to be issues in series with such voting powers and such designations, preferences and relative, participation or optional or other special rights as designated by the board of directors in the resolution providing for the issues of such series. Shares of Preferred Stock of any one series shall be identical in all respects.

ARTICLE V

The name and mailing address of the incorporator is:

F. Kevin Loughran
Fisher Thurber LLP
4225 Executive Square, Suite1600
La Jolla, CA 92037
 
 
          

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ARTICLE VI
 
     
A.      The Corporation may indemnify, to the full extent authorized or permitted by law, any person made, or threatened to be made, a defendant or witness to any action, suitor proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors or officers may be entitled by law. No amendment or repeal of this Section A of Article VI shall apply to or have any effect on or any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or appeal.
   
B.      No director of Corporation shall be personally liable to the Corporation or its stockholders or monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the GCL, or (iv) for any transaction for which such director derived an improper personal benefit. No amendment to or repeal of this Section B of this Article VI shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment of repel.
   
C.  
    In furtherance and not in limitation of the powers conferred by statute:

(i)  
the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(ii)  
the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part hereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

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ARTICLE VII

Subject tot the foregoing, the Corporation reserves the right to appeal, alter, amend, or rescind any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on the stockholders herein are granted subject to the reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation law of the State of Delaware, do make this Certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true accordingly have hereunto set my hand this 26th day of August, 2002.


/s/ F. Kevin Lougran
_______________________
 
F. Kevin Lougran, Incorporator






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Filing Submission 0001078782-06-000157   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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