Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASES - iCoreConnect Inc. | vmci_ex991.htm |
| EX-3.(II) - AMENDED AND RESTATED BY-LAWS - iCoreConnect Inc. | vmci_ex3ii.htm |
| 8-K - CURRENT REPORT - iCoreConnect Inc. | vmci_8k.htm |
Exhibit 3(i)
CERTIFICATE OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
iMEDICOR, INC.
The undersigned hereby certifies as follows:
1.
He
is the duly elected President of iMedicor, Inc., a Nevada
Corporation (the "Corporation").
2.
The
Articles of Incorporation of the Corporation were filed with the
Nevada Secretary of State on November 2, 1992. The Articles of
Incorporation provided that the name of the corporation was E &
M Management, Inc.
3.
On
July 24, 2009 the Corporation filed a Certificate of Amendment of
the Corporation's Articles of Incorporation changing the name of
the Corporation to iMedicor, Inc.
4.
As
of June 30, 2017 upon the recommendation of the Board of Directors
of the Corporation, these Amended and Restated Articles of
Incorporation were adopted and approved by the stockholders of the
Corporation pursuant to Section 78.320 of the Nevada General
Corporation Law. Stockholders holding shares of the Corporation's
Common Stock were entitled to vote on these Amended and Restated
Articles of Incorporation, with adoption and approval of these
Amended and Restated Articles of Incorporation requiring the
affirmative vote of not less than a majority of the voting power of
the Corporation. The holders of shares of Common Stock,
constituting a majority of the voting power of the Corporation
consented to the adoption and approval of these Amended and
Restated Articles of Incorporation. These Amended and Restated
Articles of Incorporation change the name of the Corporation from
iMedicor, Inc. to iCoreConnect Inc.
5.
The
Articles of Incorporation, as amended to the date of this
certificate, are hereby amended and restated as
follows:
ARTICLE I
The
name of the Corporation is iCoreConnect Inc.
ARTICLE II
The
nature of the business or purposes to be conducted or promoted by
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, as amended from time to time. In addition to the powers and
privileges conferred upon the Corporation by law and those
incidental thereto, the Corporation shall possess and may exercise
all the powers and privileges, which are necessary or convenient to
the conduct, promotion or attainment of the business or purposes of
the Corporation.
ARTICLE III
3.1 Authorized
Capital Stock. The aggregate
number of shares of stock that the Corporation shall have authority
to issue is six hundred ten million (610,000,000) shares,
consisting of six hundred million (600,000,000) shares of common
stock, $0.001 par value per share (the "Common Stock"), and ten
million (10,000,000) shares of preferred stock, $0.001 par value
per share (the "Preferred Stock").
3.2 Preferred
Stock. The Corporation may have
more than one class or series of Preferred Stock. The Board of
Directors is vested with the authority to prescribe the classes,
series and the number of each class or series of stock and the
voting powers, designations, preferences, limitations, restrictions
and relative rights of each class or series of stock. If more than
one class or series of Preferred Stock is authorized, the
resolution of the Board of Directors passed pursuant to this
provision of the Articles of Incorporation must prescribe a
distinguishing designation for each class and series. The voting
powers, designations, preferences, limitations, restrictions1
relative rights and distinguishing designation of each class or
series of Preferred Stock must be described in the resolution of
the Board of Directors before the issuance of that class or
series.
3.3 Common
Stock. Except as provided in
the resolution or resolutions of the Board of Directors creating
any class or series of Preferred Stock, each share of Common Stock
issued and outstanding shall be identical in all respects, one with
the other, and no dividends shall be paid on any shares of Common
Stock unless the same dividend is paid on all shares of Common
Stock outstanding at the time such dividend is declared. Except as
may be provided by law, the holder and equally all the assets and
funds of the Corporation which they are entitled to receive upon
such liquidation, dissolution or winding up of the Corporation as
herein provided.
3.4 Assessment
of Shares. The capital stock of
the Corporation, after the amount of the consideration for the
issuance of shares, as determined by the Board of Directors, has
been paid, is not subject to assessment to pay the debts of the
Corporation and no stock issued as fully paid up may ever be
assessed, and the Articles of Incorporation cannot be amended in
this respect.
3.5 Registered
Stockholders. Except as may be
otherwise provided by statute, the Corporation shall be entitled to
treat the registered holder of any shares of the Corporation as the
owner of such shares and of all rights derived from such shares for
all purposes, and the Corporation shall not be obligated to
recognize any equitable or other claim to or interest in such
shares or rights on the part of any other person, including, but
without limiting the generality of the term "person" to, a
purchaser, pledgee, assignee or transferee of such shares or
rights, unless and until such person becomes the registered holder
of such shares_ The foregoing shall apply whether or not the
Corporation shall have either actual or constructive notice of the
claim by or the interest of such person.
ARTICLE IV
4.1 Directors.
The governing board of the Corporation
shall be known as the Board of Directors, and its members shall be
known as directors. The exact number of directors shall be fixed
from time to time as provided in the bylaws of the
Corporation.
4.2 Increase
or Decrease of Directors. The
minimum and maximum number of directors of the Corporation may be
increased or decreased from time to time as provided in the bylaws
of the Corporation.
4.3 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 or Directors, and the meeting notice must state that the
purpose or one of the purposes, of the meeting is removal of the
Director or Directors. The stockholders may fill the vacancy
created thereby.
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4.4 Vacancies
on Board of Directors. If a
vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the Board of
Directors may fill the vacancy, or, if the Directors in office
constitute fewer than a quorum of the Board of Directors, they may
fill the vacancy by the affirmative vote of a majority of all the
Directors in office. Except as provided in Section 4.3, t h e
stockholders may fill a vacancy only if there are no Directors in
office.
ARTICLE V
The
Corporation is to have perpetual existence.
ARTICLE VI
In
furtherance, and not in limitation of the powers confined by
statute, the Board of Directors is expressly authorized as
follows:
(i) Subject
to the bylaws, if any, adopted by the stockholders, to make, alter
or amend the bylaws of the Corporation.
(ii) To
fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of the
Corporation.
(iii) By
resolution passed by a majority of the whole Board of Directors, to
designate one or more committees, each committee to consist of one
or more of the directors of the Corporation, which, to the extent
provided in the resolution or in the bylaws of the Corporation,
shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers
which may require it. Such committee or committees shall have such
name and names as may be stated in the bylaws of the Corporation or
as may be determined from time to time by resolution adopted by the
Board of Directors.
(iv) When
and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting
power given at a stockholders' meeting called for that purpose, or
when authorized by the written consent of the holders of at least a
majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell,
lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its Board of Directors deem
expedient and for the best interest of the
Corporation.
ARTICLE VII
7.1 Stockholder
Actions. Subject to any
limitations imposed by applicable securities laws, any action
required or permitted to be taken at a stockholders meeting may be
taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Whenever
applicable corporate Jaw permits a corporation's articles of
incorporation to specify that a lesser number of shares than would
otherwise be required shall suffice to approve an action by
stockholders, these Articles of Incorporation hereby specify that
the number of shares required to approve such an action shall be
such lesser number.
3
7.2 Special
Meetings of Stockholders. So
long as this Corporation is a public company, special meetings of
the stockholders of the Corporation for any purpose may be called
at any time by the Board of Directors or, if the Directors in
office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the Directors in office,
but such special meetings may not be called by any other person or
persons other than by a person or persons who shall constitute a
group for purposes of section 13(d) of the Securities Exchange Act,
as amended, and who shall hold in the aggregate not less than a
majority of the issued and outstanding voting power entitled to
vote at a meeting called for that purpose.
7.3 Quorum
for Meetings of Stockholders. Except with respect to any greater requirement
contained in these Articles of Incorporation or the applicable
corporate law, majority of the votes entitled to be cast on a
matter by the holders of shares that, pursuant to the Articles of
Incorporation or the applicable corporate law, are entitled to vote
and be counted collectively upon such matter, represented in person
or by proxy, shall constitute a quorum of such shares at a meeting
of stockholders.
7.4 Location
of Meetings. Meetings of the
stockholders may be held outside the State of Nevada, if the bylaws
so provide.
ARTICLE VIII
The
Corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles
of Incorporation, and all rights conferred upon, stockholders
herein are granted subject to this reservation.
ARTICLE IX
9.1 Limits
on Liability. No Director or,
to the extent specified from time to time by the Board of
Directors, officer of the Corporation will be liable to the
Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, excepting only (a) acts or omissions
which involve intentional misconduct, fraud or a knowing violation
of law, or (b) the payment of dividends in violation of Section
78.300 General Corporation Law. No amendment or repeal of this
Article applies to or has any effect on the liability or alleged
liability of any Director or officer of this Corporation for or
with respect to any acts or omissions of the Director or officer
occurring prior to the amendment or repeal, except as otherwise
required by law. In the event that Nevada law is amended to
authorize the further elimination or limitation of liability of
directors or officers, then this Article shall also be deemed to be
so amended to provide for the elimination or limitation of
liability to the fullest extent permitted by Nevada
law.
9.2 Limits
on Indemnification. The
Corporation shall indemnify its officers and directors to the full
extent permitted by the laws of the State of Nevada. However, such
indemnity shall not apply if the director (a) did not act in good
faith and in a manner the director reasonably believed to be in or
not opposed to the best interests of the Corporation, and (b) with
respect to any criminal action or proceeding, had reasonable cause
to believe the director's conduct was unlawful. The Corporation
shall advance expenses for such person s pursuant to the terms set
forth in the bylaws, or in a separate Board of Directors resolution
or contract The Corporation may, in the sole discretion of the
Board of Directors, indemnify any other person who may be
indemnified pursuant to the laws of the State of Nevada to the
extent the Board of Directors deems advisable.
9.3 Authorization.
The Board of Directors may take such
action as is necessary to carry out these indemnification and
expense advancement provisions. The Board of Directors is expressly
empowered to adopt, approve and amend from time to time such
bylaws, resolutions, contracts, or further indemnification and
expense advancement arrangements as may be permitted by law,
implementing these provisions. Such bylaws, resolutions, contracts
or further arrangements shall include but not be limited to
implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.
4
9.4 Effect
of Amendment. No amendment or
repeal of this Article shall apply to or have any effect on any
right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or
repeal.
ARTICLE X
The
books of the Corporation may be kept (subject to any provisions
contained in applicable corporate law) outside the State of Nevada
at such place or places as may be designated from time to time by
the Board of Directors or in the bylaws of the
Corporation.
ARTICLE XI
These
Amended and Restated Articles of Incorporation shall become
effective upon filing.
IN
WITNESS WHEREOF, the undersigned, President of the Corporation, for
the purpose of amending and restating the Articles of Incorporation
of the Corporation, hereby makes, files and records these Amended
and Restated Articles of Incorporation and certifies that it is the
act and deed of the Corporation and that the facts stated herein
are true as of this 30th day of June, 2017.
iMEDICOR,
INC.
/s/
Robert McDermott
____________________________
Robert
McDermott, CEO/President
5