Attached files
EXHIBIT 3.3
Document processing fee Colorado Secretary of State
If document is filed on paper $125.00 Date and Time:07/02/2009 10:37AM
If document is filed electronically $ 25.00 ID Number: 19871759363
Fees & forms/cover sheets Document Number: 20091355953
are subject to change. Amount Paid: $25.00
To file electronically, access instructions
for this form/cover sheet and other
information or print copies of filed
documents, visit www.sos.state.co.us
and select Business Center.
Paper documents must be typewritten or machine printed.
Amended and Restated Articles of Incorporation
filed pursuant to Section 7-90-301, et seq. and Section 7-110-107 and Section
7-90-304.5 of the Colorado Revised Statutes (C.R.S.)
ID number: 19871759363
1. Entity name: PROMAP Corporation
2. New Entity name: (if applicable) ________________________________
3. Use of Restricted Words (if any of these terms are contained in an entity
name, true name of an entity, trade name or trademark stated in this
document, mark the applicable box):
[ ]"bank" or "trust" or any derivative thereof
[ ] "credit union" [ ] "savings and loan"
[ ] "insurance", "casualty", "mutual", or "surety"
4. If the corporation's period of duration as amended is less than perpetual,
state the date on which the period of duration expires: ___________________
(mm/dd/yy)
OR
If the corporation's period of duration as amended is perpetual, mark this
box: [X]
5. The amended and restated constituent filed document is attached.
6. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, the attachment states the provisions for
implementing the amendment.
7. (Optional) Delayed effective date: _____________________
(mm/dd/yy)
Notice:
Causing this document to be delivered to the secretary of state for filing
shall constitute the affirmation or acknowledgment of each individual causing
such delivery, under penalties of perjury, that the document is the
individual's act and deed, or that the individual in good faith believes the
document is the act and deed of the person on whose behalf the individual is
causing the document to be delivered for filing, taken in conformity with the
requirements of part 3 of article 90 of title 7, C.R.S., the constituent
documents, and the organic statutes, and that the individual in good faith
believes the facts stated in the document are true and the document complies
with the requirements of that Part, the constituent documents, and the
organic statutes.
This perjury notice applies to each individual who causes this document to be
delivered to the secretary of state, whether or not such individual is named
in the document as one who has caused it to be delivered.
8. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing: Sawyer Jon D.
(Last) (First) (Middle) (Suffix)
600 Seventeenth St.
(Street now and number or Post Office
Box information)
Suite 2700S
Denver CO 80202
(City) (State) (Postal/Zip Code)
United States
(Province (Country
- if applicable) - if not US)
(The document need not state the true name and address of more than one
individual. However, if you wish to state the name and address of any
additional individuals causing the document to be delivered for f ling mark
this box [] and include an attachment stating the name and address of such
individuals.)
Disclaimer:
This form, and any related instructions, are not intended to provide legal,
business or tax advice, and are offered as a public service without
representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date, compliance with applicable law,
as the same may be amended from time to time, remains the responsibility of
the user of this form. Questions should be addressed to the user's attorney.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PROMAP CORPORATION
KNOW ALL MEN BY THESE PRESENTS: That the undersigned Corporation,
pursuant to the provisions of the Colorado Business Corporation Act, does
hereby adopt these Amended and Restated Articles of Incorporation.
By written informal action, unanimously taken by the Board of Directors
of the Corporation, pursuant to and in accordance with Section 7-108-202 of
the Colorado Business Corporation Act, the Board of Directors of the
Corporation duly adopted the foregoing Amended and Restated Articles of
Incorporation, and by written informal action unanimously taken by the sole
stockholder of the Corporation in accordance with Section 7-107-104 of the
Colorado Business Corporation Act, the stockholder of the Corporation duly
approved said Amended and Restated Articles of Incorporation. The effective
date of the directors' written informal action is June 30, 2009, and the
effective date of the stockholders' informal action is June 30, 2009.
The provisions set forth in these Amended and Restated Articles of
Incorporation supersede the original Articles of Incorporation and all
amendments thereto.
The Articles of Incorporation of the Corporation are hereby amended by
striking in their entirety articles FIRST through TENTH, inclusive, and by
striking in their entirety all articles in the Articles of Amendment filed on
September 19, 1990, and by substituting in lieu thereof the following:
ARTICLE I
NAME
The name of the Corporation shall be: PROMAP CORPORATION.
ARTICLE II
PRINCIPAL STREET ADDRESS
The principal street address of the Corporation shall be: 7060B South
Tucson Way, Centennial, Colorado 80112.
ARTICLE III
PERIOD OF DURATION
The Corporation shall exist in perpetuity, from and after the date of
filing these Articles of Incorporation with the Secretary of State of the
State of Colorado unless dissolved according to law.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of no par
value each, which shares shall be designated "Common Stock"; and Five Million
(5,000,000) shares of no par value each, which shares shall be designated
"Preferred Stock" and which may be issued in one or more series at the
discretion of the Board of Directors. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of
shares in such series, and the preferences, rights and restrictions thereof.
All shares of any one series shall be alike in every particular except as
otherwise provided by these Articles of Incorporation or the Colorado
Business Corporation Act.
1. Dividends. Dividends in cash, property or shares shall be paid upon
the Preferred Stock for any year on a cumulative or noncumulative basis as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, to the extent earned surplus for each such year is
available, in an amount as determined by a resolution of the Board of
Directors. Such Preferred Stock dividends shall be paid pro rata to holders
of Preferred Stock in any amount not less than nor more than the rate as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. No other dividend shall be paid on the Preferred
Stock.
Dividends in cash, property or shares of the Corporation may be paid
upon the Common Stock, as and when declared by the Board of Directors, out of
funds of the Corporation to the extent and in the manner permitted by law,
except that no Common Stock dividend shall be paid for any year unless the
holders of Preferred Stock, if any, shall receive the maximum allowable
Preferred Stock dividend for such year.
2. Distribution in Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, and after paying or adequately providing for
the payment of all its obligations, the remainder of the assets of the
Corporation shall be distributed, either in cash or in kind, first pro rata
to the holders of the Preferred Stock until an amount to be determined by a
resolution of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder pro rata to
the holders of the Common Stock.
3. Redemption. The Preferred Stock may be redeemed in whole or in part
as determined by a resolution of the Board of Directors prior to the issuance
of such Preferred Stock, upon prior notice to the holders of record of the
Preferred Stock, published, mailed and given in such manner and form and on
such other terms and conditions as may be prescribed by the Bylaws or by
resolution of the Board of Directors, by payment in cash or Common Stock for
each share of the Preferred Stock to be redeemed, as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock. Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. Any rights to or arising from fractional shares shall
be treated as rights to or arising from one share. No such purchase or
retirement shall be made if the capital of the Corporation would be impaired
thereby.
If less than all the outstanding shares are to be redeemed, such
redemption may be made by lot or pro rata as may be prescribed by resolution
of the Board of Directors; provided, however, that the Board of Directors may
alternatively invite from shareholders offers to the Corporation of Preferred
Stock at less than an amount to be determined by a resolution of the Board of
Directors prior to issuance of such Preferred Stock, and when such offers are
invited, the Board of Directors shall then be required to buy at the lowest
price or prices offered, up to the amount to be purchased.
From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
the redemption price), all dividends on the Preferred Stock thereby called
for redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.
Any purchase by the Corporation of the shares of its Preferred Stock
shall not be made at prices in excess of said redemption price.
4. Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted
to a vote of shareholders. A majority of the shares of Common Stock entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. Except as otherwise provided by these Articles of
Incorporation or the Colorado Business Corporation Act, if a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders. When, with respect to any action to be taken by shareholders
of this Corporation, the laws of Colorado require the vote or concurrence of
the holders of two-thirds of the outstanding shares, of the shares entitled
to vote thereon, or of any class or series, such action may be taken by the
vote or concurrence of a majority of such shares or class or series thereof.
Cumulative voting shall not be allowed in the election of directors of this
Corporation.
Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock,
except as required by law, in which case each share of Preferred Stock shall
be entitled to one vote.
5. Conversion Rights. Holders of shares of Preferred Stock may be
granted the right to convert such Preferred Stock to Common Stock of the
Corporation on such terms as may be determined by the Board of Directors
prior to issuance of such Preferred Stock.
ARTICLE V
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee,
fiduciary, or agent of the Corporation to the full extent permitted by the
Colorado Business Corporation Act as in effect at the time of the conduct by
such person.
ARTICLE VI
AMENDMENTS
The Corporation reserves the right to amend its Articles of
Incorporation from time to time in accordance with the Colorado Business
Corporation Act.
ARTICLE VII
ADOPTION OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its board of
directors. The Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with law or
these Articles of Incorporation.
ARTICLE VIII
BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws
of the Corporation. The board of directors of the Corporation shall consist
of at least one (1) director, which number may be increased or decreased, to
not less than one (1), by resolution of the Board of Directors. The name and
address of the Director of the Corporation as of the date of these Restated
Articles of Incorporation with Amendments is as follows:
Steven A. Tedesco
7060B South Tucson Way
Centennial, CO 80112
ARTICLE IX
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATIONS AND SHAREHOLDERS
No director shall be liable to the Corporation or any shareholder for
monetary damages for breach of fiduciary duty as a director, except for any
matter in respect of which such director (a) shall be liable under C.R.S.
Section 7-108-403 or any amendment thereto or successor provision thereto;
(b) shall have breached the director's duty of loyalty to the Corporation or
its shareholders; (c) shall have not acted in good faith or, in failing to
act, shall not have acted in good faith; (d) shall have acted or failed to
act in a manner involving intentional misconduct or a knowing violation of
law; or (e) shall have derived an improper personal benefit. Neither the
amendment nor repeal of this Article, nor the adoption of any provision in
the Articles of Incorporation inconsistent with this Article, shall eliminate
or reduce the effect of this Article in respect of any matter occurring prior
to such amendment, repeal or adoption of an inconsistent provision. This
Article shall apply to the full extent now permitted by Colorado law or as
may be permitted in the future by changes or enactments in Colorado law,
including without limitation C.R.S. Section 7-102-102 and/or C.R.S. Section
7-103-102.
ARTICLE X
REGISTERED OFFICE AND REGISTERED AGENT
The address of the initial registered office of the Corporation is 7060B
South Tucson Way, Centennial, Colorado 80112, and the name of the initial
registered agent at such address is Steven A. Tedesco. Further the
registered office or the registered agent may be changed in the manner
permitted by law
