Attached files
| file | filename |
|---|---|
| EX-5 - OPINION ON LEGALITY OF SHARES - SunVault Energy, Inc. | exhibitfive.htm |
| EX-10.1 - SUBSCRIPTION AGREEMENT FOR FOUNDING STOCK - SunVault Energy, Inc. | exhibittenone.htm |
| EX-10.4 - PROMISSORY NOTE - SunVault Energy, Inc. | exhibittenfour.htm |
| EX-10.5 - INVENTORY CONSIGNMENT AGREEMENT - SunVault Energy, Inc. | exhibittenfive.htm |
| EX-10.3 - REGISTRATION RIGHTS AGREEMENT - SunVault Energy, Inc. | exhibittenthree.htm |
| EX-3.2 - BYLAWS - SunVault Energy, Inc. | exhibitthreetwo.htm |
| EX-99 - RULE REGARDING DIRECTOR INDEPENDENCE - SunVault Energy, Inc. | exhibitninetynine.htm |
| EX-23.1 - CONSENT OF EFP ROTENBERG LLP - SunVault Energy, Inc. | exhibittwentythreeone.htm |
| EX-23.2 - CONSENT OF ATTORNEY - SunVault Energy, Inc. | exhibittwentythreetwo.htm |
| S-1 - ORGANIC TREEHOUSE LTD. S-1 - SunVault Energy, Inc. | organictreehousesone.htm |
| EX-10.2 - SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT - SunVault Energy, Inc. | exhibittentwo.htm |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ORGANIC TREEHOUSE LTD.
Organic Treehouse Ltd. (hereinafter referred to as the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Nevada, does hereby certify as follows:
1. The current name of the Corporation is Organic Treehouse Ltd.
2. The original Articles of Incorporation of the Corporation were filed in the Office of the Secretary of State on December 8, 2010 and amended on January 5, 2012.
3. These Amended and Restated Articles of Incorporation have been duly approved by the Unanimous Written Consent of the Board of Directors of the Corporation in lieu of a meeting, dated February 27, 2012, and by the Written Consent of the holders of a majority of the Corporation’s issued and outstanding capital stock, dated February 27, 2012, in accordance with the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes.
4. The provisions of the Articles of Incorporation of the Corporation as heretofore amended and/or supplemented are hereby restated, integrated and further amended to read in its entirety as follows:
ARTICLE I
NAME
The name of the corporation is Organic Treehouse Ltd. (hereinafter, the “Corporation”).
ARTICLE II
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 III
AUTHORIZATION TO ISSUE CAPITAL STOCK
The aggregate number of shares which the Corporation shall have the authority to issue is 75,000,000 shares of Common Stock having a par value of $0.001 per share. All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. Full-paid stock of the Corporation shall not be liable to any further call or assessment.
ARTICLE IV
GOVERNING BOARD
The members of the governing board of the Corporation shall be known as the board of directors. The number of directors comprising the board of directors shall be set forth in the bylaws of the Corporation.
ARTICLE V
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statutes as such statutes may be amended from time to time.
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ARTICLE VI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or any of its stockholders for damages for any breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article VI by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of officer of the Corporation for acts or omissions prior to such repeal or modification.
ARTICLE VII
ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by an successor section, statute, or provision. No amendment to these Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.
ARTICLE VIII
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.
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IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this 27th day of February, 2012.
ORGANIC TREEHOUSE LTD.
By: /s/ Sophia Movshina
Sophia Movshina
Title: President
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