Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - Vitalibis, Inc. | s101599_s1a.htm |
| EX-5.1 - EXHIBIT 5.1 - Vitalibis, Inc. | s101599_ex5-1.htm |
| EX-3.2 - EXHIBIT 3.2 - Vitalibis, Inc. | s101599_ex3-2.htm |
| EX-10.1 - EXHIBIT 10.1 - Vitalibis, Inc. | s101599_ex10-1.htm |
| EX-23.1 - EXHIBIT 23.1 - Vitalibis, Inc. | s101599_ex23-1.htm |
| EX-99.1 - EXHIBIT 99.1 - Vitalibis, Inc. | s101599_ex99-1.htm |
Exhibit 3.1
| STATE OF NEVADA | ||
|
ROSS MILLER Secretary of State
SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings |
 |
Commercial Recordings Division 202 N. Carson Street |
| OFFICE OF THE SECRETARY OF STATE |
| CROWD 4 SEEDS, INC. | Job:C20140411-0175 |
| April 14, 2014 |
Special Handling Instructions:
NF 1FSC EMAIL 4/14 CNS
Charges
| Description | Document Number | Filing Date/Time | Qty | Price | Amount | |||||||||
| Articles of Incorporation | 20140268193-96 | 4/11/2014 5:59:41 AM | 1 | $ | 75.00 | $ | 75.00 | |||||||
| Total | $ | 75.00 | ||||||||||||
Payments
| Type | Description | Amount | ||||||
| Credit | 057527|14041419378812 | $ | 75.00 | |||||
| Total | $ | 75.00 | ||||||
| Credit Balance: | $ | 0.00 | ||||||
| Job Contents: | ||
| File Stamped Copy(s): | 1 | |
| Corp Charter(s): | 1 | |
| ILO-ALO Profit(s): | 1 |
CROWD 4 SEEDS, INC.
ARTICLE IX
| a. | The Corporation shall be authorized to issue the following shares: |
| Class | Number of Shares | Par Value | ||||||
| Common | 45,000,000 | $ | 0.001 | |||||
| Preferred | 5,000,000 | $ | 0.001 | |||||
| b. | The designation and the powers, preferences and rights and the qualifications and restrictions thereof are as follows: |
| 1. | The preferred shares shall be issued from time to time, in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issue of such shares from time to time adopted by the Board of Directors; and in such resolution or resolutions providing for the issue of shares of each particular series, the Board of Directors is expressly authorized to fix the annual rate or rates of dividends for the particular series; the dividend payments dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative; the redemption price or prices for the particular series; the voting power for the particular series, the rights if any, of holders of the shares of the particular series to convert the shares into shares of any other series, or class, or other securities of the Corporation, with any provisions for the subsequent adjustment of such conversion rights; and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications. |
| 2. | All the preferred shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all preferred shares shall be of equal rank, regardless of series, and shall be identical in all respects, except as to the particulars fixed by the Board as hereinabove provided or as fixed herein. |
| c. | No holder of any of the shares of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the Corporations, which the Corporation proposes to issue, or any rights or options which the Corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all of such shares, bonds, securities, and obligations of the corporation, whether now or hereafter authorized or created may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such person, firms, corporations, and associations and for such lawful consideration and on such terms as the Board of Directors in its discretion may determine, without first offering the same or any thereof, to any said holder. |
| d. | The capital stock of this Corporation shall be nonassessable and shall not be subject to assessment to pay the debts of the Corporation. Shares are issued without cumulative voting rights and without any preemptive rights. |
ARTICLE X
GOVERNING BOARD
Members of the governing board shall be known and styled as “Directors” and the number thereof shall be one (1) and may be increased or decreased from time to time pursuant to the By-Laws.
The officers of the Corporation shall be a president, secretary and treasurer. The Corporation may have such additional officers as may be determined form time to time in accordance with the By-Laws. The officers shall have the powers, perform the duties, and be appointed as may be determined in accordance with the By-Laws and the laws of the State of Nevada. Any person may hold two (2) or more offices in said Corporation.
ARTICLE XI
INDEMNIFICATION
No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages to/ 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 knowing violation of law, or (ii) the payment of dividend in violation of Section 78.300 of the Nevada Revised Statute. Any repeal or modification of an article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
ARTICLE XII
ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Section 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute or provision. No amendment to these 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 XIII
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.
