Attached files
| file | filename |
|---|---|
| 10-K - 22nd Century Group, Inc. | v204133_10k.htm |
| EX-21 - 22nd Century Group, Inc. | v204133_ex21.htm |
| EX-4.2 - 22nd Century Group, Inc. | v204133_ex4-2.htm |
| EX-4.4 - 22nd Century Group, Inc. | v204133_ex4-4.htm |
| EX-31.1 - 22nd Century Group, Inc. | v204133_ex31-1.htm |
| EX-32.1 - 22nd Century Group, Inc. | v204133_ex32-1.htm |
EXHIBIT
3.2
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
TOUCHSTONE
MINING LIMITED
ARTICLE
I
NAME
On the
effective date hereof, the name of the Corporation shall be 22nd Century
Group, Inc.
ARTICLE
II
RESIDENT
AGENT AND REGISTERED OFFICE
The name
and address of the Corporation’s resident agent for service of process is Vcorp
Services, LLC, 4675 W. Teco Avenue, Suite 240, Las Vegas, NV 89118
ARTICLE
III
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the laws of the State of
Nevada.
ARTICLE
IV
CAPITAL
STOCK
4.1 Number of Authorized Shares;
Par Value. The aggregate number of shares which the Corporation shall
have authority to issue is three hundred ten million (310,000,000) shares, of
which three hundred million (300,000,000) shares shall be designated as Common
Stock, $0.00001 par value per share, and of which ten million (10,000,000) shall
be designated as Preferred Stock, $0.00001 par value per share.
4.2 Preferred
Stock. The Preferred Stock may be issued at any time or from
time to time, in any one or more series, and any such series shall be comprised
of such number of shares and may have such voting powers, whole or limited, or
no voting powers, and such designations, preferences and relative,
participating, options or other special rights and qualifications, limitations
or restrictions thereof, including liquidation preferences, as shall be stated
and expressed in the resolution or resolutions of the board of directors of the
Corporation, with the board of directors being hereby expressly vested with such
power and authority to the full extent now or hereafter permitted by
law.
ARTICLE
V
DIRECTORS
The
business and affairs of the Corporation shall be managed by or under the
direction of the board of directors, which shall consist of at least one
director. Provided that the Corporation has at least one director, the number of
directors may at any time or times be increased or decreased as provided in the
bylaws; provided, however that the number of directors shall not exceed
ten.
ARTICLE
VI
DIRECTORS’
AND OFFICERS’ LIABILITY
6.1 Elimination of
Liability. Directors or officers of the Corporation shall not
be individually liable to the Corporation, its stockholders or creditors to the
fullest extent permitted by the laws of the State of Nevada. In the
event that the laws of the State of Nevada are amended to authorize the further
elimination or limitation of liability of directors or officers following the
date hereof, then this Article VI shall also be deemed amended to provide for
the elimination or limitation of liability to the fullest extent permitted by
the laws of the State of Nevada, as so amended.
6.2 Mandatory
Indemnification. The Corporation shall indemnify directors,
officers, employees and agents of the Corporation to the fullest extent
permitted by the laws of the State of Nevada as the same exists or may hereafter
be amended from time to time.
6.3 Mandatory Payment of
Expenses. The Corporation shall pay the expenses incurred by a
director or officer in defending any civil, criminal, administrative, or
investigative action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it should be ultimately
determined that the director or officer is not entitled to be indemnified by the
Corporation as authorized by the laws of the State of Nevada.
6.4 Effect of Amendment or
Repeal. Any amendment to or repeal of any of the provisions in this
Article VI shall not adversely affect any right or protection of a director or
officer of the Corporation for or with respect to any act or omission of such
director or officer occurring prior to such amendment or repeal.
ARTICLE
VII
EFFECTIVE
DATE
These
Amended and Restated Articles of Incorporation shall be effective upon
filing.
ARTICLE
VIII
AMENDMENT
OR REPEAL
The
Corporation reserves the right to amend, alter, change or repeal any provisions
of these Articles of Incorporation in the manner now or hereafter prescribed by
statutes and all rights, except to the extent specifically provided for in
Article VI above, conferred by these Articles are granted subject to this
reservation.
* * * * *
IN
WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles
of Incorporation to be signed by its President on this 22nd day of
November, 2010.
|
TOUCHSTONE
MINING LIMITED
|
||
|
By:
|
/s/ David Rector
|
|
| Name: David Rector | ||
| Title: President | ||