Attached files
Exhibit 2.1
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
CITY MEDIA, INC.
Pursuant to the provisions of Section 16-10a-1006 and16-10a-1007 of the Utah Revised Business Corporation Act, City Media, Inc., a Utah corporation, hereinafter referred to as the "Corporation," hereby adopts the following Restated and Amended Articles of Incorporation:
ARTICLE I
Name
The name of this corporation is “City Media, Inc.”
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLES III
Purposes
The purpose or purposes for which this corporation is organized are to engage in any other lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.
ARTICLE IV
Stock
The amount of the total authorized capital stock of the corporation shall be:
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A.
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Ninety million (90,000,000) shares of common stock with a $0.001 par value; and
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B.
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Ten million (10,000,000) shares of preferred stock with a $0.001 par value. The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred stock or any class or series thereof.
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ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of this corporation; nor shall shareholders be entitled to vote cumulatively for directors of the corporation.
ARTICLE VII
Initial Office and Agent
The name of the corporation’s initial registered agent and the address of its initial registered office are:
Thomas Howells
4685 South Highland Drive, Suite 202
Salt Lake City, UT 84117
ARTICLE VIII
Directors
The number of directors constituting the current Board of Directors of this corporation is three (3). The names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify, are:
Thomas Howells
4685 South Highland Drive, Suite 202
Salt Lake City, UT 84117
Kelly Trimble
4685 South Highland Drive, Suite 207
Salt Lake City, UT 84117
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Travis Jenson
4685 South Highland Drive, Suite 202
Salt Lake City, UT 84117
ARTICLE IX
Common Directors – Transactions Between Corporations
No contract or other transaction between this corporation and one (1) or more of its directors or any other corporation, firm, association or entity in which one (1) or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director if (a) the fact of such relationship or interest is disclosed or known to the Board of Directors and they authorize, approve or ratify such contract or transaction by vote or written consent; or (b) the contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any such contract or transaction.
ARTICLE X
CONTROL SHARES ACQUISITION ACT
The corporation elects to opt out of the provisions of Section 61-6-1, et seq., Utah Code Annotated, as they may apply to the corporation or any transaction involving the corporation.
ARTICLE XI
RE-CAPITALIZATIONS
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The outstanding securities of this corporation may be forward or reverse split by resolution of the Board of Directors and without stockholder approval, provided that such action will not adversely and materially affect the rights of the stockholders of the corporation.
ARTICLE XII
CHANGE OF NAME
The Board of Directors shall have the right to change the name of the corporation without shareholder approval to a name that reflects the industry or business in which the corporation's business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the corporation that the Board of Directors, in its sole discretion, deems appropriate.
By executing these Restated and Amended Articles of Incorporation, the president and secretary of the Corporation do hereby certify that on May 10, 2001, the foregoing restatement and amendment to the Articles of Incorporation of City Media, Inc. was authorized and approved pursuant to section 16-10a-1003 and 16-10a-1007 of the Utah Revised Business Corporation Act by a vote of the majority of the Corporation's shareholders. The number of issued and outstanding shares entitled to vote on the foregoing amendment to the Articles of Incorporation was 8,968,000 of which 7,250,000 shares voted for an no shares voted against the foregoing amendment to the Articles of Incorporation. No other class of shares was entitled to vote thereon as a class.
IN WITNESS WHEREOF, the secretary of the Corporation has signed these Restated and Amended Articles of Incorporation under penalty of perjury this ___day of October, 2010.
/s/Kelly Trimble
Kelly Trimble, Secretary
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