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FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022
EXHIBIT 3
FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022
CERTIFICATE OF INCORPORATION
OF
ROCKVILLE CORP.
Under Section 402 of the Business Corporation
Law of the State of New York
In order to lbrm a corporation under and pursuant to the laws of the State
of New York, the undersigned, being of legal age, hereby sets forth as follows:
PARAGRAPH FIRST: The name of the corporation is:
ROCKVILLE CORP.
PARAGRAPH SECOND: This corporation is formed to engage in any
lawful act or activity for which corporations may be organized under the Business
Corporatioh Law of the State of New York, provided that it is not formed to engage
in any act or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such approval or Consent first
being obtained.
PARAGRAPH THIRD: The office of the corporation in the State of New
York shall be located in the County of Nassau.
¯- PARAGRAPH FOURTH: The corporation shall be authorized to issue the
following shares:
Class Number of Shares Par Value
COMMON 200 NO PAR VALUE
PARAGRAPH FIFTH: The Secretary of State is designated as the agent
of the corporation upon whom process against the corporation maybe served, and
the address to which the Secretary of State shall mail a copy of any process against
the corporation served upon is c/o The Corporation, 172 Sunrise Highway, .Rockville
Center, New York i 1570.
FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022
PARAGRAPH SIXTH: The shareholders or the Board of Directors of the
corporation shall have the power to adopt~ .alter,amend or repeal the By-Laws of the
coq:~oration.
PARAGRAPH SEVENTH: (a) The corporation may, to the fullest extent
pet~nitted by ’Section 721 through 726 of the Business Corporation Law of New
York,. indemnify any and all directors and officers whom it shall have power to
indemnify under the said sections from and against any and all of the expenses,
liabilitiesor other ma~ters referred to in or covered by such section, and the
indemnificati6n provided tbr herein shall not be deemed exclusiv~ of any other
rights to which the persons so .indemnified may be entitled un¢~er, any. I~y-Law,.
agreement, vote of shareholders or disi~ateresteddirectors or otherwise, both as to
action in his/her officialcapacity and as to action in another capacity by holding
such office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefits of the heirs, executors and administrators of
such a person.
(b) A director of this Corporation shall not be personally liable to
the Corporation or its shareholders for damages for any breach of duty in his/her
capacity as a director, unless a judgement or other final adjudication adverse to
him/her establishes that (i) iais/heracts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, or (ii) he/she personally
gained in fact a financial or o.ther advantage to which he/sh~ was not l~egally
entitled or (iii)his/her acts violated Section 719’ of the Business Corporation Law.
PARAGRAPH EIGHTH: A .directoi"or officer of the Corporation shall
not, in the absence of fraud, be disqualified from his/her office by dealing with or
contracting with the Corporation as vendor, purchaser or otherwise.
In the absence of fraud, no transaction, contract or act of the
Corporation, the Board of Directors, the Executive Committee of the Board of
Directors, or any other duly constituted committee, shall’be void, voidable or
affected by reason of the tact that any director or officer of the Corporation, or
any firm of which any director or officer of the Corporation is a member, or any
corporation of which any director Or .officer of. the Corporation is an officer,
director, or shareholder, is in any way interested in the transaction, contract or act,
if either:
FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022
(a) the fact.of such common directorship, officership, or financial
or other interest is disclosed or known to the Board of Directors or the
Executive Cotmrtittee, and the Board of Directors or the Executive
Committee approves the transaction, contract Or act by a vote sufficient
for such purposes without the vote of such interested director, if any;
provided that any such director may. be counted in determining the
presence of a quorum at any such meeting of the Board of Directors or
the Executive Conmfittee; or
(b) the fact of such common directorship, officership or financial or
other interestis disclosed or known to the shareholders entitledto vote on
the transaction, contract or act and the transaction, contract or act is
approved by vote of the shareholders entitled to vote thereon, whether or
not the Board of Directors of the Executive Cotrurtitteehas approved the
transaction, contract or act.
Any such transaction, contract or act which is ratified by a majority in
interest of a quorum of the shareholders of the Corporation having voting pOwer at
any annual or special meeting called for such purpose, shall, if such common
ownership or financial or other interestis disclosed in the notice of the meeting, be
valid and as binding as though approved or ratified by every shareholder of the
Corporation, except as otherwise provided by the laxvsof the State of New Yoik.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that
the statements made herein are true under the penalties of perjury; this seventh day
of August, 1996.
NAME ADDRESS
-S/STEPHEN S. D;~.NETZ, ESQ. 118-21 Queen:~ Boulevard-Suite 316
Stephen S. Danetz, Esq.-Incorporator Forest Hills, New York 11375
FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022
NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022
CERTIFICATE OF INCORPORATIO.N
OF
ROCKVILLE CORP.
:3cciit~n
4(Y2 oi:the 1~.,~,~ hess
" " "
Law of the State (~fNew York
The Office of Stephen Danetz, Esq.
118-21 Queens Boulevard Suite 316
Forest Hills, New York 11375
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FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022 EXHIBIT 3 FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022 CERTIFICATE OF INCORPORATION OF ROCKVILLE CORP. Under Section 402 of the Business Corporation Law of the State of New York In order to lbrm a corporation under and pursuant to the laws of the State of New York, the undersigned, being of legal age, hereby sets forth as follows: PARAGRAPH FIRST: The name of the corporation is: ROCKVILLE CORP. PARAGRAPH SECOND: This corporation is formed to engage in any lawful act or activity for which corporations may be organized under the Business Corporatioh Law of the State of New York, provided that it is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board, agency or other body, without such approval or Consent first being obtained. PARAGRAPH THIRD: The office of the corporation in the State of New York shall be located in the County of Nassau. ¯- PARAGRAPH FOURTH: The corporation shall be authorized to issue the following shares: Class Number of Shares Par Value COMMON 200 NO PAR VALUE PARAGRAPH FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation maybe served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon is c/o The Corporation, 172 Sunrise Highway, .Rockville Center, New York i 1570. FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022 PARAGRAPH SIXTH: The shareholders or the Board of Directors of the corporation shall have the power to adopt~ .alter,amend or repeal the By-Laws of the coq:~oration. PARAGRAPH SEVENTH: (a) The corporation may, to the fullest extent pet~nitted by ’Section 721 through 726 of the Business Corporation Law of New York,. indemnify any and all directors and officers whom it shall have power to indemnify under the said sections from and against any and all of the expenses, liabilitiesor other ma~ters referred to in or covered by such section, and the indemnificati6n provided tbr herein shall not be deemed exclusiv~ of any other rights to which the persons so .indemnified may be entitled un¢~er, any. I~y-Law,. agreement, vote of shareholders or disi~ateresteddirectors or otherwise, both as to action in his/her officialcapacity and as to action in another capacity by holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefits of the heirs, executors and administrators of such a person. (b) A director of this Corporation shall not be personally liable to the Corporation or its shareholders for damages for any breach of duty in his/her capacity as a director, unless a judgement or other final adjudication adverse to him/her establishes that (i) iais/heracts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or (ii) he/she personally gained in fact a financial or o.ther advantage to which he/sh~ was not l~egally entitled or (iii)his/her acts violated Section 719’ of the Business Corporation Law. PARAGRAPH EIGHTH: A .directoi"or officer of the Corporation shall not, in the absence of fraud, be disqualified from his/her office by dealing with or contracting with the Corporation as vendor, purchaser or otherwise. In the absence of fraud, no transaction, contract or act of the Corporation, the Board of Directors, the Executive Committee of the Board of Directors, or any other duly constituted committee, shall’be void, voidable or affected by reason of the tact that any director or officer of the Corporation, or any firm of which any director or officer of the Corporation is a member, or any corporation of which any director Or .officer of. the Corporation is an officer, director, or shareholder, is in any way interested in the transaction, contract or act, if either: FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022 (a) the fact.of such common directorship, officership, or financial or other interest is disclosed or known to the Board of Directors or the Executive Cotmrtittee, and the Board of Directors or the Executive Committee approves the transaction, contract Or act by a vote sufficient for such purposes without the vote of such interested director, if any; provided that any such director may. be counted in determining the presence of a quorum at any such meeting of the Board of Directors or the Executive Conmfittee; or (b) the fact of such common directorship, officership or financial or other interestis disclosed or known to the shareholders entitledto vote on the transaction, contract or act and the transaction, contract or act is approved by vote of the shareholders entitled to vote thereon, whether or not the Board of Directors of the Executive Cotrurtitteehas approved the transaction, contract or act. Any such transaction, contract or act which is ratified by a majority in interest of a quorum of the shareholders of the Corporation having voting pOwer at any annual or special meeting called for such purpose, shall, if such common ownership or financial or other interestis disclosed in the notice of the meeting, be valid and as binding as though approved or ratified by every shareholder of the Corporation, except as otherwise provided by the laxvsof the State of New Yoik. IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury; this seventh day of August, 1996. NAME ADDRESS -S/STEPHEN S. D;~.NETZ, ESQ. 118-21 Queen:~ Boulevard-Suite 316 Stephen S. Danetz, Esq.-Incorporator Forest Hills, New York 11375 FILED: NASSAU COUNTY CLERK 06/13/2022 04:51 PM INDEX NO. 607197/2022 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 06/13/2022 CERTIFICATE OF INCORPORATIO.N OF ROCKVILLE CORP. :3cciit~n 4(Y2 oi:the 1~.,~,~ hess " " " Law of the State (~fNew York The Office of Stephen Danetz, Esq. 118-21 Queens Boulevard Suite 316 Forest Hills, New York 11375