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EXHIBIT 3.07
CERTIFICATE OF SECOND AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION
OF
eROOMSYSTEM TECHNOLOGIES, INC.
The undersigned hereby certify as follows:
1. They are the President and the Secretary of eRoomSystem Technologies,
Inc., a Nevada corporation (the "Company").
2. On July 11, 2000, by written consent, the Board of Directors of the
Company approved the amendment and restatement of the Company's Articles of
Incorporation, pursuant to Section 78.315 of the Nevada Revised Statutes, as
amended.
3. On July 12, 2000, upon the recommendation of the Board of Directors of
the Company, the stockholders holding a majority of the outstanding common stock
of the Company approved the amendment and restatement of the Company's Articles
of Incorporation by written consent, pursuant to Section 78.320 of the Nevada
Revised Statutes, as amended.
4. A new Article Fourteen of the Company's Articles of Incorporation is
hereby added to read in full as follows:
ARTICLE FOURTEEN
SECTION 14.1 ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793,
INCLUSIVE. The Company hereby elects not to be governed by, and to
otherwise opt out of, the provisions of NRS 78.378 to 78.3793, inclusive,
relating to acquisition of a controlling interest in the Company.
SECTION 14.2 ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444,
INCLUSIVE. The Company hereby elects not to be governed by, and to
otherwise opt out of, the provisions of NRS 78.411 to 78.444, inclusive,
relating to combinations with interested stockholders.
5. That the text of the Amended and Restated Articles of Incorporation of
the Company is hereby amended and restated by this certificate to read in full
as follows:
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SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
eROOMSYSTEM TECHNOLOGIES, INC.
ARTICLE ONE
SECTION 1.1 NAME OF CORPORATION. The name of the corporation (the
"CORPORATION") is eROOMSYSTEM TECHNOLOGIES, INC.
ARTICLE TWO
SECTION 2.1 AGENT FOR SERVICE OF PROCESS. The name of the agent for service
of process is Gregory L. Hrncir and that the office of agent for service of
process is located at 3770 Howard Hughes Parkway, Suite 175, Clark County, Las
Vegas, Nevada 89019, and that the Corporation may maintain an office, or offices
within or without the State of Nevada as may from time to time be designated by
the Board of Directors, or by the bylaws of said Corporation, and that this
Corporation may conduct all corporation business of every kind and nature,
including the holding of all meetings of directors and stockholders outside the
State of Nevada as well as within the State of Nevada.
ARTICLE THREE
SECTION 3.1 CORPORATE PURPOSE. The purpose or purposes for which this
Corporation is organized are:
To develop market and finance products with application in the hospitality
and other industries; and to engage without qualification, in any lawful act or
activity for which corporations may be organized under the laws of the State of
Nevada.
ARTICLE FOUR
SECTION 4.1 CAPITAL STOCK. The total number of shares of stock the
Corporation is authorized to issue shall be Sixty Million (60,000,000) shares.
This stock shall be divided into two classes and designated as "Common Stock"
and "Preferred Stock."
The capital stock of the Corporation, after the amount of the subscription
price has been paid in money, property, or services, as the directors shall
determine, shall not be subject to assessment to pay the debts of the
Corporation, nor for any other purpose, and no stock issued as fully paid up
shall ever be assessable or assessed, and the Articles of Incorporation shall
not be amended in this regard.
SECTION 4.2 COMMON STOCK. Fifty Million (50,000,000) shares of the
authorized stock have a par value of $.001 per share and are designated as
Common Stock. Common Stock may be issued for such consideration as may be fixed
from time to time by the Board of Directors.
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SECTION 4.3 PREFERRED STOCK. Five Million (5,000,000) shares of the
authorized stock have a par value of $.001 per share and are designated as
Preferred Stock. The Board of Directors shall have the authority to authorize
the issuance of the Preferred Stock from time to time in one or more classes or
series, and to state in the resolution or resolutions from time to time adopted
providing for the issuance thereof the following:
(a) Whether or not the class or series shall have voting rights, full or
limited, the nature and the qualification, limitations and
restrictions on those rights, or whether the class or series will be
without voting rights;
(b) The number of shares to constitute the class or series and the
designation thereof;
(c) The preferences and relative, participating, optional or other special
rights, if any, and the qualifications, limitations, or restrictions
thereof, if any, with respect to any class or series;
(d) Whether or not the shares of any class or series shall be redeemable
and if redeemable the redemption price or prices, and the time or
times at which, and the terms and conditions upon which such shares
shall be redeemable and the manner of redemption;
(e) Whether or not the shares of a class or series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase
or redemption of such shares for retirement, and if such retirement or
sinking funds be established, the amount and the terms and provisions
thereof;
(f) The dividend rate, whether dividends are payable in cash, stock of the
Corporation, or other property, the conditions upon which and the
times when such dividends are payable, the preference to or the
relation to the payment of dividends payable on any other class or
classes or series of stock, whether or not such dividend shall be
cumulative or noncumulative, and if cumulative, the date or dates from
which such dividends shall accumulate;
(g) The preferences, if any, and the amounts thereof which the holders of
any class or series thereof are entitled to receive upon the voluntary
or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;
(h) Whether or not the shares of any class or series are convertible into,
or exchangeable for, the shares of any other class or classes or of
any other series of the same or any other class or classes of stock of
the Corporation and the conversion price or prices or ratio or ratios
or the rate or rates at which such exchange may be made, with such
adjustments, if any, as shall be stated and expressed or provided for
in such resolution or resolutions; and
(i) Such other rights and provisions with respect to any class or series
as may to the Board of Directors seem advisable.
The shares of each class or series of the Preferred Stock may vary from the
shares of any other class or series thereof in any respect. The Board of
Directors may increase the number of shares of the Preferred Stock designated
for any existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The Board of Directors may decrease the number of shares
of the Preferred Stock designated for any existing
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class or series of the Preferred Stock and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.
SECTION 4.4 CONVERTIBLE PREFERRED STOCK. Five Hundred Thousand (500,000)
shares of Series A Convertible Preferred Stock, $.001 par value; Two Million
Five Hundred Thousand (2,500,000) shares of Series B Convertible Preferred
Stock, $.001 par value; and Two Million (2,000,000) shares of Series C
Convertible Preferred Stock, $.001 par value (collectively, the "Convertible
Preferred Stock"), may be issued from time to time without action by the
stockholders. Convertible Preferred Stock may be issued for such consideration
as may be fixed from time to time by the Board of Directors.
SECTION 4.5 VOTING POWER FOR HOLDERS OF COMMON AND CONVERTIBLE PREFERRED
STOCK. Except as otherwise provided in these Articles of Incorporation, each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held by him or her on all matters submitted to stockholders for a vote and
each holder of any series of Convertible Preferred Stock shall have no voting
rights, either general or specific, of any kind whatsoever except (A) as
expressly provided by Nevada law; or (B) on matters affecting Convertible
Preferred Stock.
ARTICLE FIVE
SECTION 5.1 DIRECTORS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which shall consist
of not fewer than two (2) and nor more than nine (9) directors, the exact number
to be determined from time to time by resolution adopted by the Board of
Directors, providing that the number of directors shall not be reduced to less
than two (2), except in cases where all the shares of the Corporation are owned
beneficially and of record by either one or two stockholders, the number of
directors may be less than two (2) but not less than the number of stockholders.
ARTICLE SIX
SECTION 6.1 EXISTENCE. The Corporation is to have perpetual existence.
ARTICLE SEVEN
SECTION 7.1 GENERAL POWERS OF THE BOARD OF DIRECTORS. In furtherance, but
not in limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to do the following:
A. 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.
B. By Resolution passed by a majority of the whole Board, to
designate one (1) 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. Such committee, or committees,
shall have such name, or 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.
C. When and as authorized by the affirmative vote of the
stockholders holding stock and 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
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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 deems expedient and in the best interest of the Corporation.
ARTICLE EIGHT
SECTION 8.1 BYLAWS. The Board of Directors shall have power to make, alter,
amend and repeal the Bylaws of the Corporation. Any Bylaws made by the Board of
Directors under the powers conferred hereby may be altered, amended or repealed
by a majority vote of the entire Board of Directors or by a two-thirds vote of
all of the stock issued and outstanding at any annual or special meeting of
stockholders, provided that notice of intention to amend shall have been
contained in the notice for such meeting.
ARTICLE NINE
SECTION 9.1 MEETINGS OF STOCKHOLDERS. Meetings of the stockholders may be
held at such place within or outside the State of Nevada, if the Bylaws so
provide. The books of the Corporation may be kept (subject to any provision
contained in the statutes) 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 TEN
SECTION 10.1 AMENDMENT OF ARTICLES OF INCORPORATION. This Corporation
reserves the right to amend, alter, change or repeal any provision contained in
the Articles of Incorporation, in a manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights conferred upon
stockholders here are granted subject to this reservation.
ARTICLE ELEVEN
SECTION 11.1 PRE-EMPTIVE RIGHTS. No shareholder shall be entitled as a
matter of right to subscribe for or receive additional shares of any class of
stock of the Corporation, whether now or hereafter authorized, or any bonds,
debentures or other securities convertible into stock, but such additional
shares of stock or other securities convertible into stock may be issued or
disposed of by the board of directors to such persons and on such terms as in
its discretion it shall deem advisable.
ARTICLE TWELVE
SECTION 12.1 DIRECTORS' AND OFFICERS' LIABILITY. A director or officer of
the Corporation shall not be personally liable to this Corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law or (ii) the unlawful payment of distributions. Any
repeal or modification of this article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
ARTICLE THIRTEEN
SECTION 13.1 INDEMNITY. Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, or a person of whom he or she is the legal
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representative, 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, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner desired by such
person. The expenses of directors and officers incurred in defending a civil or
criminal action, suit or proceeding must be paid by the Corporation as they are
incurred and in advance of the final disposition of the action suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt Bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted under the laws of the State
of Nevada, and may cause the Corporation to purchase and maintain directors and
officers insurance on behalf of any person who 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, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person. The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee, agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE FOURTEEN
SECTION 14.1 ELECTION NOT TO BE GOVERNED BY NRS 78.378 TO 78.3793,
INCLUSIVE. The Company hereby elects not to be governed by, and to otherwise opt
out of, the provisions of NRS 78.378 to 78.3793, inclusive, relating to
acquisition of a controlling interest in the Company.
SECTION 14.2 ELECTION NOT TO BE GOVERNED BY NRS 78.411 TO 78.444,
INCLUSIVE. The Company hereby elects not to be governed by, and to otherwise opt
out of, the provisions of NRS 78.411 to 78.444, inclusive, relating to
combinations with interested stockholders.
IN WITNESS WHEREOF, the undersigned parties set forth their hand this 12th
day of July 2000.
/s/ STEVEN L. SUNYICH
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Steven L. Sunyich
Chief Executive Officer, President
/s/ GREGORY L. HRNCIR
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Gregory L. Hrncir
Secretary
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