Sanctum Exchange Corp (SNCTM-CORP) (Re-filing)

[PhillinDeBlanc]

Certificate of Incorporation (Corporate Charter) for Sanctum Exchange Corporation ("SNCTM Corp")​

1. Name of Corporation
Sanctum Exchange Corporation (SNCTM Corp)

2. Incorporators
PhillinDeBlanc (Majority Shareholder & Incorporator)

3. Purpose
The purpose of SNCTM Corp is to engage in any lawful act or activity for which corporations may be organized under the Laws of Alexandria, including but not limited to the acquisition, processing, and market trade of nether building goods, diamonds, iron ingots and rare end goods.

4. Principal Places of Business

• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

5. Share Structure

• Total Authorized Shares: 672
  • 336 issued as of formation
  • 336 authorized but unissued, subject to Board approval
• Issued Shares Breakdown:
  • 250 Preferred shares (held by PhillinDeBlanc; 2x liquidation preference;
  • 80 Class B Stock (to be IPO’d at £50/share)
  • 1 Class B Stock (held by snow_crp)
  • 5 Class B Stock (held by Mangoyoshi68)
• Par Value
  • All shares will have a par value of £1

6. Share Class Rights

• Preferred Participating Stock:
  • Equal voting rights with common stock
  • 2x liquidation preference
  • Participation alongside common stock after preference payout
• Class B Common Stock
  • Standard voting rights
  • No special preferences
• Class C Non-Dividend Stock
  • Equal voting rights with common stock
  • No special preferences
  • Does not receive dividends.
• Class D Director Stock
  • 50 times the voting power of common stock
  • May only be held by current members of the Board of Directors.
  • Upon election of a new board, ownership of all Class D shares are transferred from the previous Board to the new Board.
  • All existing Class D Director Stock is split equally between the Directors on the board.

7. Dividends

• Dividends shall be declared at the discretion of the Board. The Board shall determine timing and amount.

8. Governance

• PhillinDeBlanc has effective control of the company via preferred shares.
• Minority shareholders retain voting rights, but not veto rights.

9. Share Issuance and Options

• The Corporation may issue additional shares with Board approval.

10. Duration

• Perpetual existence unless lawfully dissolved.

11. Share Register

• Maintained at HQ; lists owners, classes, and transfer history.

12. Assets and Operations

• SNCTM Corp owns and operates from two principal properties:
• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

The Corporation maintains significant physical inventories, specializing in:

• Primary Focus: Goods Exchange. (3 long term slots for Elytra, Diamonds, Iron, 1 short term market slot for in-demand goods).
• Secondary Inventory:
  • Gunpowder-derived goods (TNT, rockets)
  • Mending tools and armor (Netherite, Diamond, and iron)
  • Potions & Potion materials.
  • Nether building goods.
  • Copper Building goods.
  • Room and shop rentals.

13. Fiduciary Duties
Directors must act in good faith and in the best interest of the Corporation, consistent with the Legal Entity Act.

14. Bylaws
The Board of Directors is authorized to adopt, amend, and repeal Bylaws for the regulation and management of the affairs of the Corporation, provided such Bylaws are not inconsistent with this Certificate of Incorporation or the Legal Entity Act. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or this Certificate of Incorporation, including but not limited to provisions regarding the conduct of meetings of stockholders and directors, the election, appointment, duties, and terms of directors and officers, the issuance and transfer of shares, and other matters of corporate governance.




15. Board of Directors

• Until a board is elected, PhillinDeBlanc will serve as Director for SNCTM-Corp indefinitely.

AMENDMENT TO ABOVE DOCUMENT:
As of 6/1 a stock split has occurred. 70 more shares have also been sold, post split

Post split update to:
5. Share Structure

• Total Authorized Shares: 3000
  • 2028 shares currently issued
  • 972 shares authorized but unissued, subject to Board approval
• Issued Shares Breakdown:
  • 1000 Preferred shares (held by PhillinDeBlanc; 2x liquidation preference;
  • 504 Class B Stock (held by PhillinDeBlanc)
  • 8 Class B Stock (held by Ayatha)
  • 40 Class B Stock (held by AsexualDinosaur
  • 64 Class B Stock (held by Mangoyoshi68)
  • 48 Class B Stock (held by snow_crp)
  • 5 Class B Stock (held by JustLegendMilk)
  • 20 Class B Stock (held by Capt11543)
  • 160 Class B Stock (held by Extromondo)
  • 4 Class B Stock (held by Nimq_)
  • 100 Class B Stock (held by Sanctum Holdings)
  • 3 Class B Stock (held by CryP1k)
  • 1 Class B Stock (held by rebelgender)
  • 30 Class B Stock (held by Pepecuu)
  • 21 Class B Stock (held by ConsequencesInc)
  • 20 Class B Stock (held by BubbaNak)