UNIVERSAL SOLAR TECHNOLOGY, INC. - FORM 8-K - EX-1 - September 8, 2017

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EX-1 - UNIVERSAL SOLAR TECHNOLOGY, INC.articlesofIncorporation.pdf
8-K - UNIVERSAL SOLAR TECHNOLOGY, INC.corporatenamechange_8k.txt
 

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
UNIVERSAL SOLAR TECHNOLOGY, INC.

ARTICLE I

The name of the corporation shall be The Arminda Group, Inc., (the Corporation)


ARTICLE II

The period of its duration shall be perpetual.

ARTICLE III

The Corporation is organized purpose of conducting any lawful business for
which a corporation may be organized under the laws of the State of Nevada.

ARTICLE IV

The aggregate number of shares that the Corporation will have
authority to issue is Five Billion (5,000,000,000) shares will be
Common Stock, with a par value of 0.001 per share.Shares of any
 class of common stock may be issued, without shareholder action,
from time to time in one or more series as may from time to time
be determined by the board of directors. The board of directors
of this Corporation is hereby expressly granted authority, without
shareholder action,and within the limits set forth in the Nevada Revised
Statues to:
(i) designate in whole or in part, the powers, preferences, limitations,
and relative rights, of any class of shares before the issuance of any shares
of that class;
(ii) create one or more series within a class of shares, fix the number
of shares of each such series, and designate, in whole or part, the powers,
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;
(iii) alter or revoke the powers, preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares or any
wholly unissued series of any class of shares;
(iv) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors,
either before or after the issuance of shares of the series; provided that,
the number may not be decreased below the number of shares of the series
then outstanding, or increased above the total number of authorized shares
of the applicable class of shares available for designation as a part of
the series;
(v) determine the dividend rate on the shares of any class of shares or
series of shares, whether dividends will be cumulative, and if so, from
which date(s), and the relative rights of priority, if any, of payment
of dividends on shares of that class of shares or series of shares;
(vi) determine whether that class of shares or series of shares will have
voting rights, in addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
(vii) determine whether the class of shares or series of shares will have
conversion privileges and, if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate in such events as the
board of directors determines;
(viii) determine whether or not the shares of that class of shares or series of
shares will be redeemable and, if so, the terms and conditions of such
redemption, including the date or date upon or after which they are
redeemable, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption dates;
(ix) determine whether that class of shares or series of shares will
have a sinking fund for the redemption or purchase of shares of that class
of shares or series of shares and,if so, the terms and amount of such
sinking fund;
(x) determine the rights of the shares of that class of shares or
series of shares in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights
of priority, if any, of payment of shares of that class of shares or
series of shares; and
(xi) determine any other relative rights, preferences and limitations of
that class of shares or series of shares.
The allocation between the classes, or among the series of each
class, of unlimited voting rights and the right to receive the net
assets of the Corporation upon dissolution, shall be as designated by
the board of directors. All rights accruing to the outstanding shares
of the Corporation not expressly provided for to the contrary herein
or in the Corporations bylaws or in any amendment hereto shall
be vested in the common stock. Accordingly, unless and until otherwise
designated by the board of directors of the Corporation, and subject to
any superior rights as so designated, the Common Stock shall have unlimited
voting rights and be entitled to receive the net assets of the
Corporation upon dissolution.

ARTICLE V

	Provisions for the regulation of the internal affairs of the Corporation
will be contained in its Bylaws as adopted by the Board of Directors.
The number of Directors of the Corporation shall be fixed by its Bylaws.
ARTICLE VI

	The Corporation shall indemnify any person against expenses, including
without limitation, attorneys fees, judgements, fines and amounts paid
in settlement, actually and reasonably incurred by reason of the fact that
he or she is or was a director or officer of the Corporation, or 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, in
all circumstances in which, and to the extent that, such indemnification
is permitted and provided for by the laws of the State of Nevada then in
effect.
ARTICLE VII

	To the fullest extent permitted by Chapter 78 of the Nevada Revised Statues
as the same exists or may hereafter be amended, an officer or director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages.
ARTICLE VIII

	The Corporation expressly elects not to be governed by or be subject to
the provisions of section 78.378 through 78.3793 of the Nevada Revised
Statues or any similar or successor statues adopted by any state which
may be deemed to apply to the Corporation from time to time.
SIGNATURE

	The undersigned hereby certifies on behalf of The Arminda Group, Inc.,
a corporation duly organized and existing under the laws of the State of Nevada
(the Corporation) that:

1. The undersigned is the Chairman of the Board/C.E.O., respectively, of
the Corporation.
2. The foregoing Amended and Restated Articles of Incorporation have been
duly approved by a majority vote of the Board of Directors.
3. The foregoing Amended and Restated Articles of Incorporation has
been duly approved by the required vote of the shareholders in accordance
with Nevada Corporation Code.

I further declare under penalty of perjury under the laws of
the State of Nevada that the matters set forth in this certificate
are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned officers have signed this
Amended and Restated Articles
of Incorporation this 11th day of April, 2017.

__________________________________
By: The Arminda Group, Inc.
Name: Paul D. Landrew
Its: Managing Member
Title: Chairman of the Board/C.E.O.

Sworn to before me this day of, 2017

_________________________________
Notary Publi

UNIVERSAL SOLAR TECHNOLOGY, INC. Reports