Attached files
file | filename |
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8-K - 8-K - Pershing Gold Corp. | v198184_8k.htm |
EX-3.2 - EX-3.2 - Pershing Gold Corp. | v198184_ex3-2.htm |
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
EXCEL
GLOBAL, INC.,
A
Nevada corporation
ARTICLE I
NAME
The
name of the corporation is The Empire Sports & Entertainment Holdings Co.
(the "Corporation").
ARTICLE II
RESIDENT
AGENT AND REGISTERED OFFICE
The
name and address of the Corporation's resident agent for service of process is
National Corporation Research, Ltd., 202 South Minnesota Street, Carson City, NV
89703 (County of Carson City).
ARTICLE III
CAPITAL
STOCK
3.01 Authorized
Capital Stock. The total number of shares of stock
this Corporation is authorized to issue shall be five hundred fifty million
(550,000,000) shares. This stock shall be divided into two classes to be
designated as "Common Stock" and "Preferred Stock."
3.02 Common
Stock. The total number of authorized shares of
Common Stock shall be five hundred million (500,000,000) shares with par value
of $0.0001 per share.
3.03 Preferred
Stock. The total number of authorized shares of
Preferred Stock shall be fifty million (50,000,000) shares with par value of
$0.0001 per share. The board of directors shall have the authority to authorize
the issuance of the Preferred Stock from time to time in one or more classes or
series, and to state in the resolution or resolutions from time to time adopted
providing for the issuance thereof the following:
(a) Whether
or not the class or series shall have voting rights, full or limited, the nature
and qualifications, limitations and restrictions on those rights, or whether the
class or series will be without voting rights;
(b) The
number of shares to constitute the class or series and the designation
thereof;
(c) The
preferences and relative, participating, optional or other special rights, if
any, and the qualifications, limitations, or restrictions thereof, if any, with
respect to any class or series;
(d) Whether
or not the shares of any class or series shall be redeemable and if redeemable,
the redemption price or prices, and the time or times at which, and the terms
and conditions upon which, such shares shall be redeemable and the manner of
redemption;
(e) Whether
or not the shares of a class or series shall be subject to the operation of
retirement or sinking funds to be applied to the purchase or redemption of such
shares for retirement, and if such retirement or sinking funds be established,
the amount and the terms and provisions thereof;
(f) The
dividend rate, whether dividends are payable in cash, stock of the Corporation,
or other property, the conditions upon which and the times when such dividends
are payable, the preference to or the relation to the payment of dividends
payable on any other class or classes or series of stock, whether or not such
dividend shall be cumulative or noncumulative, and if cumulative, the date or
dates from which such dividends shall accumulate;
(g) The
preferences, if any, and the amounts thereof which the holders of any class or
series thereof are entitled to receive upon the voluntary or involuntary
dissolution of, or upon any distribution of assets of, the
Corporation;
(h) Whether
or not the shares of any class or series are convertible into, or exchangeable
for, the shares of any other class or classes or of any other series of the same
or any other class or classes of stock of the Corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such exchange
may be made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and
(i) Such
other rights and provisions with respect to any class or series as may to the
board of directors seem advisable.
The
shares of each class or series of the Preferred Stock may vary from the shares
of any other class or series thereof in any respect. The Board of Directors may
increase the number of shares of the Preferred Stock designated for any existing
class or series by a resolution adding to such class or series authorized and
unissued shares of the Preferred Stock not designated for any existing class or
series of the Preferred Stock and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred
Stock.
ARTICLE IV
DIRECTORS
The
number of directors comprising the board of directors shall be fixed and may be
increased or decreased from time to time in the manner provided in the bylaws of
the Corporation, except that at no time shall there be less than one
director.
ARTICLE V
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under Nevada Revised Statutes
(“NRS”).
ARTICLE VI
DIRECTORS'
AND OFFICERS' LIABILITY
The
individual liability of the directors and officers of the Corporation is hereby
eliminated to the fullest extent permitted by the NRS, as the same may be
amended and supplemented. Any repeal or modification of this Article by the
stockholders of the 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.
ARTICLE VII
INDEMNITY
Every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
Corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
Without
limiting the application of the foregoing, the board of directors may adopt
bylaws from time to time with respect to indemnification, to provide at all
times the fullest indemnification permitted by the laws of the State of Nevada,
and may cause the Corporation to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprises against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
Corporation would have the power to indemnify such person.
The
indemnification provided in this Article shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such person.
Dated:
September 26, 2010
|
/s/ Betty Soumekh
|
Betty
Soumekh, CEO
|