AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VISUAL BIBLE INTERNATIONAL, INC.
(F/K/A AMERICAN URANIUM, INC.)
ARTICLE I
CORPORATE NAME
The name of the corporation is Visual Bible International, Inc. (the
"Corporation").
ARTICLE II
INITIAL ADDRESS
The initial street address and mailing address of the
principal office of the Corporation is:
5100 Town Center Circle
Suite 330
Boca Raton, Florida 33486
ARTICLE III
CAPITALIZATION
The aggregate number of shares of all classes that the
Corporation shall have authority to issue is Two Hundred Million
(200,000,000) shares, of which One Hundred Fifty Million
(150,000,000) shares shall have a par value of $.001 and shall be a
class designated as "Common Shares" and of which Fifty Million
(50,000,000) shares shall have a par value of $.001 and shall be a
class designated as "Preferred Shares".
B. Common Shares. Each Common Share shall entitle the holder
thereof to one vote. No holder of the Common Shares shall be
entitled to any right of cumulative voting.
C. Preferred Shares.
1. Preferred Shares may be issued from time to time in one
or more series, each such series to have distinctive serial
designations, as same shall hereafter be determined in the
resolution or resolutions providing for the issuance of such
Preferred Shares from time to time as adopted by the board of
directors of the Corporation (the "Board of Directors") pursuant to
the authority to do so, which authority is hereby vested in the
Board of Directors.
2. Each series of Preferred Shares, as stated in the
resolution or resolutions adopted by the Board of Directors
providing for the issuance of any series of Preferred Shares, may:
(a) have such number of shares;
(b) have such voting powers, full or limited, or may be
without voting power;
(c) be redeemable or convertible at such time or times and
at such prices;
(d) entitle the holders thereof to receive distributions
calculated in any manner, including but not limited to dividends,
which may be cumulative, non-cumulative or partially cumulative; at
such rate or rates, on such conditions, from such date or dates, at
such times, and payable in preference to, or in such relation to,
the dividends payable on any other class or classes or series of
shares;
(e) have such preference over any other class of shares with
respect to distributions, including but not limited to dividends and
distributions upon dissolution of the Corporation;
(f) be made convertible into, or exchangeable for, shares of
any other class or classes (except the class having prior or
superior rights and preferences as to the dividends or distribution
assets upon liquidation) or of any other series of the same or any
other class or classes of shares of the Corporation at such price or
prices or at such rates of exchange, and with such adjustments;
(g) be entitled to the benefit of a sinking fund or purchase
fund to be applied to the purchase or redemption of shares of such
series in such amount or amounts;
(h) be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the Corporation or
any subsidiary, upon the issue of any additional shares (including
additional shares of such series or of any other series) and upon
the payment of dividends or the making of other distributions on,
and the purchase, redemption or other acquisition by the Corporation
or any subsidiary of any outstanding shares of the Corporation; and
(i) have such other relative, participating, optional or
other special rights, and qualifications, limitations or restrictions;
3. Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Shares, the number of shares
comprised in such series may be increased or decreased (but not
below the number of shares then outstanding) from time to time by
like action of the Board of Directors.
4. Shares of any series of Preferred Shares which have been
redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if
convertible, were exchangeable, have been converted into or
exchanged for shares of any other class or classes, shall have the
status of authorized and unissued Preferred Shares and may be
reissued as a part of the series of which they were originally a
part or may be reclassified and reissued as part of a new series of
Preferred Shares to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred
Shares, all subject to the conditions or restrictions on issuance
set forth in the resolution of resolutions adopted by the Board of
Directors providing for the issue of any series of Preferred Shares
and to any filing required by law.
ARTICLE IV
REGISTERED AGENT
The registered agent and street address of the initial
registered office of the Corporation is:
E.H.G. Resident Agents, Inc.
5100 Town Center Circle, Suite 330
Boca Raton, Florida 33486
ARTICLE V
INCORPORATOR
The name and address of the Incorporator of the Corporation is:
Edward H. Gilbert, Esq.
Edward H. Gilbert, P.A.
5100 Town Center Circle, Suite 330
Boca Raton, Florida 33486
ARTICLE VI
CORPORATE AUTHORITY
The corporation is organized for the purpose of transacting
any and all lawful activities or business for which corporations may
be formed under the Florida Business Corporations Act (the "FBCA").
ARTICLE VII
DIRECTORS
The corporation shall have one director, provided that the
number of directors may be increased or diminished from time to time
as provided in the bylaws of the Corporation (the "Bylaws") so long
as there shall never be less than one director.
ARTICLE VIII
BYLAWS
The initial Bylaws of the Corporation shall be adopted by the
Board of Directors.
ARTICLE IX
CORPORATE EXISTENCE
The corporate existence of the Corporation shall commence on
the filing of these Articles of Incorporation by the Department of
State of the State of Florida.
ARTICLE X
AFFILIATED TRANSACTIONS
The Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from
time to time, relating to affiliated transactions.
IN WITNESS WHEREOF, the undersigned has executed
these Amended and Restated Articles of Incorporation this 1st day of
August, 2000.
By: /s/James D. Beatty
James D. Beatty, President
<PAGE>
ACCEPTANCE OF APPOINTMENT
OF
REGISTERED AGENT
The undersigned hereby accepts the appointment as registered
agent of Visual Bible International, Inc., contained in the foregoing Amended
and Restated Articles of Incorporation and states that the
undersigned is familiar with and accepts the obligations set forth
in Section 607.0508 of the Florida Business Corporation Act.
E.H.G. RESIDENT AGENTS, INC.
Date: August 1, 2000 By: /s/Edward H. Gilbert
Edward H. Gilbert, President
