Attached files
| file | filename |
|---|---|
| 8-K - UNIVERSAL GOLD MINING CORP. | v187927_8k.htm |
| EX-3.2 - CERTIFICATE OF AMENDMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex3-2.htm |
| EX-21.1 - SUBSIDIARIES OF REGISTRANT - UNIVERSAL GOLD MINING CORP. | v187927_ex21-1.htm |
| EX-10.9 - AMENDMENT NUMBER 1 TO 2008 EQUITY INCENTIVE PLAN - UNIVERSAL GOLD MINING CORP. | v187927_ex10-9.htm |
| EX-10.7 - OPTION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-7.htm |
| EX-10.6 - ASSIGNMENT OF PROMISSORY NOTE AND RELEASE - UNIVERSAL GOLD MINING CORP. | v187927_ex10-6.htm |
| EX-10.8 - CANCELLATION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-8.htm |
| EX-10.10 - AMENDMENT TO OPTION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-10.htm |
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
RITE
TIME MINING INC.
(Pursuant
to Sections 78.385, 78.390 and
78.403 of
the Nevada Revised Statutes)
I, the undersigned President of Rite
Time Mining Inc., do hereby certify that:
1. The Articles of Incorporation of
Rite Time Mining Inc. are hereby amended and restated in their entirety,
effective as of the date of filing hereof with the Secretary of State of the
State of Nevada, as follows:
FIRST: The name of the corporation is
Federal Sports &
Entertainment, Inc.
SECOND: The resident agent for this
corporation shall be:
Resident
Agents of Nevada, Inc.
The
address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 711 S. Carson, Suite 4, Carson
City, Nevada, 89701. This corporation may maintain an office, or offices, in
such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors, or by the By-Laws of said
corporation, and that this corporation may conduct all corporation business of
every kind and nature, including the holding of all meetings of Directors and
Stockholders, outside the State of Nevada as well as within the State of
Nevada.
THIRD: The objects for which this
corporation is formed are as follows: to engage in any lawful
activity.
FOURTH:
A. This corporation is authorized to
issue two classes of stock to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares which the corporation is
authorized to issue is three hundred and ten million (310,000,000) shares. Three
hundred million (300,000,000) shares shall be Common Stock, each having a par
value of one-tenth of one cent ($0.001). Ten million (10,000,000) shares shall
be Preferred Stock, each having a par value of one-tenth of one cent
($0.001).
B. The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is hereby
authorized, by filing a certificate pursuant to the corporation laws of the
State of Nevada, to fix or alter from time to time the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions of any wholly unissued series of Preferred Stock,
and to establish from time to time the number of shares constituting any such
series or any of them; and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be decreased in accordance with the foregoing sentence, the
shares constituting such decrease shall resume the status that they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.
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FIFTH: The governing board of this
corporation shall be known as directors, and the number of directors may from
time to time be increased or decreased in such manner as shall be provided by
the bylaws of this corporation, providing that the number of directors shall not
be reduced to less than one (1).
SIXTH: After the amount of the
subscription price, the purchase price, of the par value of the stock of any
class or series is paid into the corporation, owners or holders of shares of any
stock in the corporation may never be assessed to pay the debts of the
corporation.
SEVENTH: The corporation is to have a
perpetual existence.
EIGHTH: No director or officer of the
corporation shall be personally liable to the corporation or any of its
stockholders for damages for breach of fiduciary duty as a director or officer
of for any act or omission of any such director or officer; however, the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or (b) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Article by the stockholders of this corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director or officer of the corporation for acts or omissions prior to such
repeal or modification.
NINTH: No stockholder shall be entitled
as a matter of right to subscribe for or receive additional shares of any class
of stock of the corporation, whether now or hereafter authorized, or any bonds,
debentures or securities convertible into stock, but such additional shares of
stock or other securities convertible into stock may be issued or disposed of by
the Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable.
TENTH: This corporation reserves the
right to amend, alter, change or repeal and provision contained in the Articles
of Incorporation, in the manner now or hereafter prescribed by statute, or by
the Articles of Incorporation, and all rights conferred upon the stockholders
herein are granted subject to this reservation.
2. The foregoing Amended and Restated
Articles of Incorporation have been duly approved by the Board of Directors of
the Corporation.
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3. The foregoing Amended and Restated
Articles of Incorporation have been duly approved by the required vote of
stockholders in accordance with Sections 78.385, 78.390 and 78.403 of the Nevada
Revised Statutes. The total number of outstanding shares of Common Stock of the
Corporation is 5,005,000, of which 3,755,000 have voted in favor of the Amended
and Restated Articles of Incorporation, and no shares of Preferred Stock of the
Corporation are currently outstanding. The number of shares voting in favor of
the Amended and Restated Articles of Incorporation equaled or exceeded the vote
required. The percentage vote required under the law and the Articles of
Incorporation in effect at the time of this filing was more than 50% of the
outstanding Common Stock.
IN
WITNESS WHEREOF, the undersigned, President of the corporation, for the purpose
of amending and restating the Articles of Incorporation of Rite Time Mining,
Inc., hereby makes, files and records this Amended and Restated Articles of
Incorporation and certifies that it is the act and deed of the corporation and
that the facts stated herein are true.
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By:
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/s/ Linda Farrell
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Linda Farrell
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President
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Dated:
April 11, 2008
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