EX1A-2A CHARTER 14 ex1a2a.txt ARTICLES OF INCORPORATION State of Delaware Seaetary of State Division of Corporations Delivertd 12:24 PM ll109ll016 Fll,ED 12:24 P~'I 11109 016 SR 20166560368 -File ;Iiumber 6208650 CERTIFICATE OF INCORPORATION OF Atlis Motor Vehicles Inc. F1RST: The name of the corporation is: Atlis Motor Vehicles Inc. SECOND: Its registered office in the State ofDelaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc. THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law ofDelaware. FOURTH: The total number of shares of stock which the corporation is authorized to issue is 10,000,000 shares having a par value of$0.000100 per share. FIFTH: The business and affairs of the corporation sbalJ be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws ofthe corporation. SIXTH: This corporation shall be perpetual unless otherwise decided by a majority of the Board ofDirectors. SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board ofdirectors is authorized to amend or repeal the bylaws. EIGHTH: The corporation reserves the right to amend or repeal any provision in this Certificate oflncorporation in the manner prescribed by the laws ofDelaware. NINTH: The incorporator is Harvard Business Services, Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE 19958. TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach offiduciary duty as a director. I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, this November 09, 2016. Signed and Attested to by· <;{~ud If.~.::P::::- Harvard Business Services, Inc., lncorporator By: Richard H. Bell, II, President 12 STATEMENT OF INCORPORATOR ************************* IN LIEU OF ORGANIZATIONAL MEETING FOR Atlis Motor Vehicles Inc. November 9, 2016 We, Harvard Business Services, Inc., the incorporator of Atlis Motor Vehicles Inc. --a Delaware Corporation --hereby adopt the following resolution pursuant to Section 108 oftl1e General Corporation Law of Delaware: Resolved: That the certificate ofincorporation ofAtlis Motor Vehicles Inc. was filed witl1 the Secretaiy of State ofDelawai·e on November 9, 2016. Resolved: That on November 9, 2016 tl1e following persons were appointed as the initial Directors oftl1e Corporation until their successors ai·e elected and qualify: Mark A Hanchett Resolved: That tl1e bylaws included with tllis resolution ai·e the initial bylaws approved by the incorporator. Resolved: That tl1e Secretai·y of the Company is hereby authorized and directed to execute a certificate of adoption ofthe bylaws or repeal the initial bylaws and create a custom set of bylaws to be adopted and approved by the di.rectors. Resolved: The powers of this incorporator are hereby terminated, and saidincorporator shall no longer be considered a pait of the body corporate of the above nained corporation. This resolution shall be filed in tl1e minute book of tl1e company. HARV ARD BUSINESS SERVICES, INC., Incorporator By: Richard H. Bell, President *** This document is not pmt of the public record. Keep it in a safe place. *** 13