GOLDEN SOIL INC
PRE 14C, EX-3.1, 2000-12-01
NON-OPERATING ESTABLISHMENTS
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                                   EXHIBIT 3.1

                     AMENDMENT TO ARTICLES OF INCORPORATION
                     --------------------------------------

RESOLVED, the Articles of Incorporation of Golden Soil, Inc. as follows:

     1.   The First Article be amended  changing the name from Golden Soil, Inc.
          to Merilus, Inc.;

     2.   The Fourth Article be amended  creating two classes of shares,  common
          and preferred  stock with the  attributes as set on in the Articles of
          Amendment circulated.

     3.   The Articles of Amendment of the Articles of Incorporation as attached
          to this resolution is hereby approved.



                                       43

<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

                                GOLDEN SOIL, INC.

         Pursuant to the provisions of section 78.209,  Nevada Revised Statutes,
the undersigned President and Secretary of Rich Earth, Inc. (the "Corporation"),
does  hereby  certify  the  Board of  Directors  of the  Corporation  adopted  a
resolution to amend the original articles as follows:

Article I which presently reads as follows:

                                  ARTICLE FIRST
                                 Corporate Name

                  The name of the corporation is: GOLDEN SOIL, INC.

Is hereby amended to read as follows:

                                  ARTICLE FIRST
                                 Corporate Name

                  The name of the corporation is: MERILUS, INC.

Article IV which presently reads as follows:

                                 ARTICLE FOURTH
                                      Stock

     4.1 The total authorized capital stock of the Corporation consists of:

     A. 100,000,000 shares of Common Stock, with a par value of $0.001 (1 mil).

     A.   One (1) preferred share (of $1.00 par value) which shall be designated
          as the "Special Voting Preferred Share" (the " Preferred Share"),  the
          preferences  and relative,  optional and other special rights of which
          and the qualifications,  limitations or restrictions of which shall be
          as follows:

          (a) Dividends  and  Distributions.  The holder of the Preferred  Share
          shall not be  entitled  to  receive  any  portion of any  dividend  or
          distribution at any time.

          (b) Voting  Rights.  The holder of the Preferred  Share shall have the
          following voting rights:

               (i)  The Preferred  Share shall entitle the holder  thereof to an
                    aggregate   number   of  votes   equal  to  the   number  of
                    Exchangeable  Shares  ("Exchangeable   Shares")  of  Merilus
                    Technologies Inc., a British Columbia corporation  ("Merilus
                    Canada"),  outstanding from time to time which are not owned
                    by  the  Corporation  or  any  of  its  direct  or  indirect
                    subsidiaries.

               (ii) Except as otherwise provided herein or by law, the holder of
                    the Preferred  Share and the holders of Common Shares and of
                    Series A Preferred  Shares shall vote  together as one class
                    on all matters  submitted to a vote of  shareholders  of the
                    Corporation.

               (iii)Except  as set forth  herein,  the  holder of the  Preferred
                    Share shall have no special voting  rights,  and its consent
                    shall not be  required  (except to the extent it is entitled
                    to vote  with  holders  of  Common  Shares  and of  Series A
                    Preferred  Shares  as  set  forth  herein)  for  taking  any
                    corporate action.

          (c) Additional Provisions.

               (i)  The Holder of the  Preferred  Share is  entitled to exercise
                    the voting rights  attendant  thereto in such manner as such
                    holder desires.

                                       44

<PAGE>



               (ii) At such time as:

                    (A)  the Preferred  Share entitles its holder to a number of
                         votes equal to zero because  there are no  Exchangeable
                         Shares  of  Merilus  Canada  outstanding  which are not
                         owned  by the  Corporation  or any  of  its  direct  or
                         indirect subsidiaries, and

                    (B)  there is no  share  of  stock,  debt,  option  or other
                         agreement,  obligation or commitment of Merilus  Canada
                         which  could by its  terms  require  Merilus  Canada to
                         issue any Exchangeable  Shares to any person other than
                         the  Corporation  or  any  of its  direct  or  indirect
                         subsidiaries,  then the Preferred Share shall thereupon
                         be retired  and  cancelled  promptly  thereafter.  Such
                         share shall upon its cancellation,  and upon the taking
                         of any action  required by  applicable  law,  become an
                         authorized  but  unissued  preferred  share  and may be
                         reissued as part of a new series of preferred shares to
                         be created by resolution or resolutions of the Board of
                         Directors,  subject to the conditions and  restrictions
                         on issuance set forth herein.

          (d) Reacquired  Share.  If the Preferred  Share should be purchased or
          otherwise acquired by the Corporation in any manner  whatsoever,  then
          the Preferred  Share shall be retired and canceled  promptly after the
          acquisition thereof. Such share shall upon its cancellation,  and upon
          the  taking  of any  action  required  by  applicable  law,  become an
          authorized but unissued preferred share and may be reissued as part of
          a new series of preferred  F-1 shares to be created by  resolution  or
          resolutions  of the Board of Directors,  subject to the conditions and
          restrictions   on  issuance  set  forth   herein.

          (e)  Liquidation,  Dissolution  or Winding Up.  Upon any  liquidation,
          dissolution  or  winding  up of the  Corporation,  the  holder  of the
          Preferred   Share  shall  not  be  entitled  to  any  portion  of  any
          distribution.

          (f) No Redemption  or  Conversion.  The  Preferred  Share shall not be
          redeemable or convertible. All stock when issued shall be deemed fully
          paid and  nonassessable.  No cumulative voting, on any matter to which
          Stockholders  shall be  entitled  to vote,  shall be  allowed  for any
          purpose.  The authorized  stock of this  corporation  may be issued at
          such time,  upon such terms and conditions and for such  consideration
          as the  Board  of  Directors  shall,  from  time to  time,  determine.
          Shareholders  shall not have  pre-emptive  rights to acquire  unissued
          shares of the stock of this Corporation.

         4.2 All stock when issued shall be deemed fully paid and nonassessable.
No cumulative  voting, on any matter to which  Stockholders shall be entitled to
vote, shall be allowed for any purpose.

         4.3 The  authorized  stock of this  corporation  may be  issued at such
time, upon such terms and conditions and for such  consideration as the Board of
Directors shall, from time to time, determine.  Shareholders shall not have pre-
emptive rights to acquire unissued shares of the stock of this Corporation.

                                 --------------

         The number of shares of the  Corporation  outstanding  and  entitled to
vote on an amendment to the Articles of  Incorporation  is  6,750,000;  that the
said changes and  amendments  have been  consented to and approved by a majority
vote of the  stockholders  holding  at least a  majority  of each class of stock
outstanding and entitled to vote thereon.


         The  effective  date of this  amendment is November  __,  2000,  at the
Closing.



    ------------------------------           ------------------------------
    Xenios Xenopoulos, Secretary             Xenios Xenopoulos, President


On the _____ Day of  November,  2000 Xenios  Xenopoulos  the sole  director  and
officer of the Company personally appeared before me, a Notary Public in and for
the Country of Cyprus, and acknowledged that he executed the above instrument.


                         ---------------------------------------------
                         Notary Public in and for the Country of Cyprus

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