Attached files
| file | filename |
|---|---|
| 8-K - Solanbridge Group, Inc. | v208155_8k.htm |
| EX-99.1 - Solanbridge Group, Inc. | v208155_ex99-1.htm |
EXHIBIT
3(i).1
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
SOLANBRIDGE
GROUP, INC.
The
undersigned hereby adopts as its chartering document these Amended and Restated
Articles of Incorporation.
ARTICLE
I
The name
of the corporation is “SOLANBRIDGE GROUP, INC.".
ARTICLE
II
2.1. Authorized
Capital
The total
number of shares that this corporation is authorized to issue is120,000,000,
consisting of 100,000,000 shares of Common Stock having a par valueof $0.001 per
share and 20,000,000 shares of Preferred Stock having a par valueof $0.001 per
share. The Common Stock is subject to the rights and preferencesof
the Preferred Stock as set forth below.
2.2. Issuance
of Preferred Stock by Class and in Series
The
Preferred Stock may be issued from time to time in one or more classes and one
or more series within such classes in any manner permitted by law and the
provisions of these Articles of Incorporation, as determined from time totime by
the Board of Directors and stated in the resolution or resolutionsproviding for
its issuance, prior to the issuance of any shares.The Board ofDirectors shall
have the authority to fix and determine and to amend thedesignation,
preferences, limitations and relative rights of theshares(including, without
limitation, such matters as dividends,redemption,liquidation, conversion and
voting) of any class or series that is whollyunissued or to be
established. Unless otherwisespecifically provided in theresolution
establishing any class or series, the Board of Directors shallfurther have the
authority, after the issuance of shares of a classor series whose number it has
designated, to amend the resolution establishingsuch class or series to decrease
the number of shares of that class or series,but not below the number of shares
of such class or series then outstanding.
ARTICLE
III
The
purposes for which the corporation is organized are to engage in anyactivity or
business not in conflict with the laws of the State of Nevada or ofthe United
States of America, and without limiting the generality of theforegoing,
specifically:
3.1 Omnibus.
To have
to exercise all the powers now or hereafter conferred by the lawsof the State of
Nevada upon corporations organized pursuant to the laws underwhich the
corporation is organized ("applicable corporate law") and any andall acts
amendatory thereof and supplemental thereto.
3.2.
Carrying On Business Outside State.
To
conduct and carry on its business or any branch thereof in any state orterritory
of the United States or in any foreign country in conformity with thelaws of
such state, territory, or foreign country, and to have and maintain inany state,
territory, or foreign country a business office, plant, store orother
facility.
3.3.
Purposes To Be Construed As Powers.
The
purposes specified herein shall be construed both as purposes andpowers and
shall be in no way limited or restricted by reference to, orinference from, the
terms of any other clause in this or any other article, butthe purposes and
powers specified in each of the clauses herein shall beregarded as
independent purposes and powers, and the enumeration of specificpurposes and
powers shall not be construed to limit or restrict in any mannerthe meaning of
general terms or of the general powers of the corporation; norshall the
expression of one thing be deemed to exclude another, although it beof like
nature not expressed.
ARTICLE
IV
Except as
may be authorized pursuant to Section 2.2 of Article II, nopreemptive rights
shall exist with respect to shares of stock or securitiesconvertible into shares
of stock of this corporation.
ARTICLE
V
The right
to cumulate votes in the election of Directors shall not existwith respect to
shares of stock of this corporation.
ARTICLE
VI
6.1. Number
of Directors
The Board
of Directors shall be composed of not less than one nor more thansix
Directors. Except with respect to the initial Director, thespecific
numberof Directors shall be set by resolution of the Board of Directors or, if
theDirectors in office constitute fewer than a quorum of the Board of Directors,
bythe affirmative vote of a majority of all the Directors in
office. The numberof Directors of this corporation may be increased
or decreased from time to timein the manner provided herein, but no decrease in
the number of Directors shallhave the effect of shortening the term of any
incumbent Director.
6.2. Classification
of Directors
The
Directors shall be divided into three classes, with each class to be asnearly
equal in number as possible, as specified by resolution of the Board ofDirectors
or, if the Directors in office constitute fewer than a quorum of theBoard of
Directors, by the affirmative vote of a majority of all the Directorsin office.
The term of office of Directors of the first class shall expire atthe first
annual meeting of stockholders after their election. The term
ofoffice of Directors of the second class shall expire at the second
annualmeeting after their election. The term of office of Directors
of the thirdclass shall expire at the third annual meeting after their
election. At eachannual meeting after such classification, a number
of Directors equal to thenumber of the class whose term expires at the time of
such meeting shall beelected to hold office until the third succeeding annual
meeting. Absent his orher death, resignation or removal, a Director
shall continue to serve despitethe expiration of the Director's term until his
or her successor shall have been elected and qualified or until there is a
decrease in the number ofDirectors.
6.3. Removal
of Directors
The
stockholders may remove one or more Directors with or without cause,but only at
a special meeting called for the purpose of removing the Director orDirectors,
and the meeting notice must state that the purpose, or one of thepurposes, of
the meeting is removal of the Director or Directors.
6.4. Vacancies
on Board of Directors
If a
vacancy occurs on the Board of Directors, including a vacancyresulting from an
increase in the number of Directors, the Board of Directorsmay fill the vacancy,
or, if the Directors in office constitute fewer than aquorum of the Board of
Directors, they may fill the vacancy by the affirmativevote of a majority of all
the Directors in office. The stockholders may fill avacancy only if
there are no Directors in office.
ARTICLE
VII
This
corporation reserves the right to amend or repeal any of theprovisions contained
in these Articles of Incorporation in any manner now orhereafter permitted by
the applicable corporate law, and the rights of thestockholders of this
corporation are granted subject to this reservation.
ARTICLE
VIII
The Board
of Directors shall have the power to adopt, amend or repeal theBylaws of this
corporation, subject to the power of the stockholders to amend orrepeal such
Bylaws. The stockholders shall also have the power to amend orrepeal
the Bylaws of this corporation and to adopt new Bylaws.
ARTICLE
IX
9.1. Stockholder
Actions
Subject
to any limitations imposed by applicable securities laws, anyaction required or
permitted to be taken at a stockholders meeting may be takenwithout a meeting,
without prior notice and without a vote, if a consent orconsents in writing,
setting forth the action so taken, shall be signed by theholders of outstanding
stock having not less than the minimum number of votesthat would be necessary to
authorize or take such action at a meeting at whichall shares entitled to vote
thereon were present and voted.
9.2. Number
of Votes Necessary to Approve Actions
Whenever
applicable corporate law permits a corporation's articles ofincorporation to
specify that a lesser number of shares than wouldotherwise berequired shall
suffice to approve an action by stockholders, these Articles ofIncorporation
hereby specify that the number of shares required to approve suchan action shall
be such lesser number.
9.3. Special
Meetings of Stockholders
So long
as this corporation is a public company, special meetings of thestockholders of
the corporation for any purpose may be called at any time by theBoard of
Directors or, if the Directors in office constitute fewer than a quorumof the
Board of Directors, by the affirmative vote of a majority of all theDirectors in
office, but such special meetings may not be called by any otherperson or
persons.
9.4. Quorum
for Meetings of Stockholders.
Except
with respect to any greater requirement contained in these Articlesof
Incorporation or the applicable corporate law, one-third of the votesentitled to
be cast on a matter by the holders of shares that, pursuant to theArticles of
Incorporation or the applicable corporate law, are entitled to voteand be
counted collectively upon such matter, represented in person or by proxy,shall
constitute a quorum of such shares at a meeting of stockholders.
ARTICLE
X
To the
full extent that applicable corporate law, as it exists on the datehereof or may
hereafter be amended, permits the limitation or elimination of thepersonal
liability of Directors, a Director of this corporation shall not beliable to
this corporation or itsstockholders for monetary damages for conductas a
Director. Any amendments to or repeal of this Article X
shall notadversely affect any right or protection of a Director of this
corporation foror with respect to any acts or omissions of such Director
occurring prior tosuch amendment or repeal.
ARTICLE
XI
11.1. Indemnification.
The
corporation shall indemnify its directors to the full extent permittedby
applicable corporate law now or hereafter in force.However, such indemnityshall
not apply if the director did not (a) act in good faith and in a mannerthe
director reasonably believed to be in or not opposed to the best interestsof the
corporation, and (b) with respect to any criminal action or proceeding,have
reasonable cause to believe the director's conduct was
unlawful. Thecorporation shall advance expenses for such persons
pursuant to the terms setforth in the Bylaws, or in a separate Board resolution
or contract.
11.2. Authorization.
The Board
of Directors may take such action as is necessary to carry outthese
indemnification and expense advancement provisions. It is
expresslyempowered to adopt, approve, and amend from time to time such
Bylaws,resolutions, contracts, or further indemnification and expense
advancementarrangements as may be permitted by law, implementing these
provisions. SuchBylaws,resolutions, contracts or further arrangements
shall include but not belimited to implementing the manner in which
determinations as to any indemnityor advancement of expenses shall be
made.
11.3. Effect
of Amendment.
No
amendment or repeal of this Article shall apply to or have any effect onany
right to indemnification provided hereunder with respect to acts oromissions
occurring prior to such amendment or repeal.
ARTICLE
XII
This
Amended and Restated Articles of Incorporation shall become effectiveupon
filing.
IN
WITNESS WHEREOF, the undersigned, President of thecorporation, for thepurpose of
amending and restating Articles of Incorporation ofSolanbridge Group, Inc.,
hereby makes, files and records this Amended and RestatedArticles of
Incorporation and certifies that it is the act and deed of thecorporation and
that the facts stated herein are true.
|
/s/ Charles R. Shirley
|
January 13, 2011 | |
|
Charles
R Shirley, Chief Executive Officer
|
Date
|