Attached files
Exhibit 3.1.7
ARTICLES OF INCORPORATION
of
AEMETIS, INC.
(Pursuant to NRS
78)
1.
Name of
Corporation:
Aemetis, Inc.
2.
Resident Agent Name and Street Address
(must be a Nevada address where process may be
served):
David
A. Garcia
5441
Kietzke Lane, Second Floor
Reno,
NEVADA 89511
3.
Shares (number of shares corporation is
authorized to issue):
Number of shares
with par value: 105,000,000
Par value:
$0.001
Number
of shares without par value:
4.
Names & Addresses, of Board of
Directors/Trustees (each Director/Trustee must be a natural
person at least 18 years of age; attach additional pages if more
than two Directors/ Trustees:
a.
Timothy S.
Morris
203 N.
LaSalle Street, Suite 2100, Chicago, IL 60601
b.
William J.
Maender
203 N.
LaSalle Street, Suite 2100, Chicago, IL 60601
5.
Purpose (optional; see
instructions):
The
purpose of this Corporation shall be: To engage in any lawful
activity.
6.
Names, Addresses and Signature of
Incorporator (attach additional page if more than one
incorporator):
/s/
David A. Garcia
David
A. Garcia
5441
Kietzke Lane, Second Floor
Reno,
NEVADA 89511
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7.
Certificate
of Acceptance of Appointment of Resident Agent:
I
hereby accept appointment as Resident Agent for the above named
corporation.
/s/David A. Garcia
Authorized
Signature of R.A. or On Behalf of R.A. Company
10-24-06
Date
8.
DIRECTORS. The members of the governing
board shall be styled directors. The number of directors may be
increased or reduced in the manner provided for in the Bylaws of
the Corporation. The board shall be classified, with respect to the
time for which the directors severally hold office, into three
classes, as nearly equal in number as possible, the first class,
designated “Class I,” to hold office for a term of
three (3) years, initially, expiring at the annual meeting of
stockholders to be held in 2019, the second class, designated
“Class II,” to hold office for a term of two (2) years,
initially, expiring at the annual meeting of stockholders to be
held in 2018, and the third class, designated “Class
III,” to hold office for a term of one (1) year, initially,
expiring at the annual meeting of stockholders to be held in 2017,
with members of each class to hold office until their successors
are elected and qualified or until their earlier death,
resignation, retirement or removal. At each annual meeting of the
stockholders of the Corporation, the successors to the class of
directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their
election. If the number of directors which constitutes the whole
board is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each
class as nearly equally as possible, and any additional director of
any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that coincides with the
remaining term of that class, but in no event shall a decrease in
such number of directors shorten the term of any incumbent
director. Any director chosen to fill a vacancy not resulting from
an increase in the number of directors shall hold office until the
next election of the class for which such director has been chosen,
and until that director’s successor has been elected and
qualified or until such director’s earlier death,
resignation, retirement or removal.
9.
CLASSIFICATION OF CAPITAL STOCK. The
Corporation is authorized to issue two classes of stock to be
designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares which the
Corporation is authorized to issue is One Hundred and Five Million
(105,000,000) shares, Forty Million (40,000,000) shares of which
shall be common Stock, $0.001 par value (the “Common
Stock”), and Sixty-Five Million (65,000,000) shares of which
shall be Preferred Stock, $0.001 par value (the “Preferred
Stock”). The undesignated Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is
hereby authorized, subject to any restrictions set forth herein or
in any Certificate of Designation of Preferred Stock, to fix or
alter the rights, preferences, privileges and restrictions of any
wholly unissued series of Preferred Stock, and the number of shares
constituting any such series or the designation thereof and to
increase or decrease the number of shares of any such series
subsequent to the issuance of shares of that series, including as
may be required pursuant to the provisions hereof or of any
Certificate of Designation of Preferred Stock, but not below the
number of shares of such series then outstanding. In case the
number of shares of any series shall so be decreased, the shares
constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the
number of such series.
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10.
VOTING.
A.
Restricted Class Voting. Except
as otherwise expressly provided herein or in a Certificate of
Designation of Preferred Stock or as required by law, the holders
of Preferred Stock and the holders of Common Stock shall vote
together and not as separate classes.
B.
No Series Voting. Other than as
provided herein or in a Certificate of Designation or as required
by law, there shall be no series voting.
C.
Common Stock. Each holder of
shares of Common Stock shall be entitled to one vote for each share
thereof held.
D.
Preferred Stock. Each holder of
Preferred Stock shall be entitled to the number of votes equal to
the number of shares of Common Stock into which the shares of
Preferred Stock held by such holder could be converted as of the
record date. The holders of shares of the Preferred Stock shall be
entitled to vote on all matters on which the Common Stock shall be
entitled to vote. Holders of Preferred Stock shall be entitled to
notice of any shareholders’ meeting in accordance with these
Articles of Incorporation and the Bylaws of the Corporation.
Fractional votes shall not, however, be permitted and any
fractional voting rights resulting from the above formula (after
aggregating all shares into which shares of Preferred Stock held by
each holder could be converted), shall be disregarded.
E.
Stockholder Voting. Action
required or permitted to be taken at a meeting of the stockholders
of the Corporation may not be taken by consent or consents in
writing in lieu of meeting.
F.
Adjustment in Authorized Common
Stock. Subject to the provisions of any Certificate of
Designation of Preferred Stock, the number of authorized shares of
Common Stock may be increased or decreased (but not below the
number of shares of Common Stock then outstanding) with the
approval or consent of the holders of a majority of the outstanding
Common Stock and Preferred Stock of the Corporation voting together
as a single class.
G.
Preemptive Rights. Holders of
Preferred Stock and holders of Common Stock shall not be entitled
to any preemptive, subscription or similar rights in respect to any
securities of the Corporation, except as specifically set forth
herein or in any other document agreed to by the
Corporation.
11.
DISTRIBUTIONS. Subject to the terms of
these Articles of Incorporation and any Certificate of Designation
of Preferred Stock, and to the fullest extent permitted by the
Nevada Revised Statutes, the Corporation shall be expressly
permitted to redeem, repurchase, or make distributions, as that
term is defined in Section 78.191 of the Nevada Revised Statutes,
with respect to the shares of its capital stock in all
circumstances other than where doing so would cause the Corporation
to be unable to pay its debts as they become due in the usual
course of business.
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12.
INDEMNIFlCATION. The Corporation shall
indemnify its officers and directors and may indemnify any other
person to the fullest extent permitted by law. Any amendment,
repeal or modification of any provision of this Article 9 shall not
adversely affect any right or protection of any agent of this
Corporation existing at the time of such amendment, repeal or
modification.
13.
LIABILITY OF DIRECTORS AND OFFICERS. To
the maximum extent permitted under the Nevada Revised Statutes, no
director or officer of the corporation shall be personally liable
to the corporation or its stockholders for damages as a result of
any act or failure to act in his capacity as a director or
officer.
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