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RESTATED ARTICLES OF INCORPORATION
OF
AXONYX INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and by
virtue of the State of Nevada, do hereby adopt the following Articles of
Incorporation.
ARTICLE I
The name of the corporation shall be AXONYX INC., a Nevada corporation.
ARTICLE II
The principal place of business of the corporation shall be in the County
of Clark and in the State of Nevada, but the Board of Directors shall designate
other places, either within or without the State of Nevada, where other offices
may be established and maintained and where corporate business may be
transacted.
ARTICLE III
The purpose for which this corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
laws of the State of Nevada, as they may be amended from time to time.
ARTICLE IV
The corporation is to have perpetual existence.
ARTICLE V
The corporation is authorized to issue Ninety Million (90,000,000) shares
of par value $0.001 stock, consisting of two classes of stock, designated
"Common Stock" and "Preferred Stock". The total number of shares of Common Stock
authorized to be issued is Seventy Five Million (75,000,000), par value $0.001.
The total number of shares of Preferred Stock authorized to be issued is Fifteen
Million (15,000,000), par value $0.001. Any and all shares of stock may be
issued, reissued, transferred or granted by the Board of Directors, as the case
may be, to persons, corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors shall have the
authority to issue pursuant to the Nevada Revised Statutes and the By-Laws of
the corporation. The Board of Directors shall have the authority to set, by
resolution, the particular designations, preferences and the relative,
participating, optional or other
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special rights and qualifications, limitations or restrictions of any class of
stock or any series of stock within any class of stock issued by this
corporation.
ARTICLE VI
Holders of Common Stock or Preferred Stock of the corporation shall not
have any preference, preemptive right or right of subscription to acquire shares
of the corporation authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or to be authorized
or issued, and convertible into shares of the corporation, nor to any right of
subscription thereto, other than to the extent, if any, the Board of Directors
in its sole discretion, may determine from time to time.
ARTICLE VII
The corporation shall be managed by a Board of Directors whose duties and
responsibilities shall be set forth in the By-Laws to be adopted by the
corporation. The number of directors which shall constitute the Board of
Directors shall be fixed by or in the manner provided in the By-Laws. The Board
of Directors is empowered to adopt, amend or repeal the By-Laws of the
corporation from time to time as they may determine.
ARTICLE VIII
The address, including street, number, city and county, of the registered
office of the corporation in the State of Nevada is 50 W. Liberty Street, Suite
880, Reno, NV 89501; and the name of the statutory agent of the corporation in
the State of Nevada at such address is Nevada Agency and Trust Company.
ARTICLE IX
The Board of Directors of the corporation may from time to time distribute
on a pro-rata basis to its shareholders out of the capital surplus of the
corporation a portion of its assets in cash or property.
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ARTICLE X
The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of the Nevada
Revised Statutes of the State of Nevada, as the same may be amended and
supplemented. The corporation shall indemnify any person who incurs expenses by
reason of the fact that he or she is or was an officer, director, employee or
agent of the corporation. This indemnification shall be mandatory on all
circumstances in which indemnification is permitted by law.
ARTICLE XI
From time to time any of the provisions of the Articles of Incorporation
may be amended, altered or repealed, and other provisions authorized by the laws
of the State of Nevada at the time in force may be added or inserted in the
manner and at the time prescribed by said laws, and all rights at any time
conferred upon the shareholders of the corporation by these Articles of
Incorporation are granted subject to the provisions of this Article XI.
Dated this 23d day of June, 2000.
/s/ MICHAEL M. STRAGE
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Michael M. Strage, Vice President
& Chief Administrative Officer
/s/ MICHAEL R. ESPEY
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Michael R. Espey, Vice President
& Secretary
