Sample Business Contracts

Certificate of Incorporation - eBay Inc.

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                         CERTIFICATE OF INCORPORATION
                                   eBAY INC.

                                   ARTICLE I

     The name of the corporation is eBay Inc.

                                  ARTICLE II

     The address of the registered office of the corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent.  The name of
its registered agent at that address is Incorporating Services, Ltd..

                                  ARTICLE III

     The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

                                  ARTICLE IV

     The total number of shares of all classes of stock which the corporation
has authority to issue is Twenty Six Million (26,000,000) shares, consisting of
two classes: Twenty Million (20,000,0000 shares of Common Stock, $0.001 par
value per share, and Six Million (6,000,000) shares of Preferred Stock, $0.001
par value per share.

     The Board of Directors is authorized, subject to any limitations prescribed
by the law of the State of Delaware, to provide for the issuance of the shares
of Preferred Stock in one or more series, and, by filing a Certificate of
Designation pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, to fix the designation, powers, preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof,
and to increase or decrease the number of shares of any such series (but not
below the number of shares of such series then outstanding).  The number of
authorized shares of Preferred Stock may also be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a Certificate or
Certificates establishing a series of Preferred Stock.

     Except as otherwise expressly provided in any Certificate of Designation
designating any series of Preferred Stock pursuant to the foregoing provisions
of this Article IV, any new series of Preferred Stock may be designated, fixed
and determined as provided herein by the Board of Directors without approval of
the holders of Common Stock or the holders of Preferred Stock, or
any series thereof, and any such new series may have powers, preferences and
rights, including, without limitation, voting rights, dividend rights,
liquidation rights, redemption rights and conversion rights, senior to, junior
to or pari passu with the rights of the Common Stock, the Preferred Stock, or
any future class or series of Preferred Stock or Common Stock.

                                   ARTICLE V

     The Board of Directors of the corporation shall have the power to adopt,
amend or repeal Bylaws of the corporation.

                                  ARTICLE VI

     Election of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.

                                  ARTICLE VII

     To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director.  Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

     Neither any amendment nor repeal of this Article VII, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent

                                 ARTICLE VIII

     The name and mailing address of the incorporator is Matthew P. Quilter, c/o
Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306.

     The undersigned incorporator hereby acknowledges that the foregoing
certificate is his act and deed and that the facts stated herein are true.

Date:  March 12, 1998

                                         /s/ Matthew P. Quilter
                                         Matthew P. Quilter, Incorporator