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EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
INDUSTRIALEX MANUFACTURING CORP.
These Restated Articles of Incorporation (the "Restated Articles") of
Industrialex Manufacturing Corp., a Colorado corporation (the "Corporation"),
correctly set forth the provisions of the Corporation's Articles of
Incorporation, as previously amended. These articles only restate and integrate
and do not further amend the provisions of the corporation's Articles of
Incorporation. Pursuant to Section 7-110-107 of the Colorado Business
Corporation Act, the Board of Directors of the Corporation may restate the
Articles of Incorporation without shareholder approval. The Restated Articles
were approved by a vote of the Board of Directors of the Corporation on May 4,
2000, and no shareholder action was required. The Restated Articles supersede
the original Articles of Incorporation and any and all amendments thereto.
ARTICLE I
The name of the Corporation is Industrialex Manufacturing Corp.
ARTICLE II
The Corporation is incorporated under the Colorado Business Corporation
Act (the "Act").
ARTICLE III
The purposes for which the Corporation is organized and its powers are
as follows:
3.1 To engage in the transaction of all lawful business or pursue
any other lawful purpose or purposes for which a corporation may be
incorporated under Colorado law.
3.2 To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporations incorporated pursuant to
Colorado law, whether now or hereafter in effect, and whether or not
herein specifically mentioned.
The foregoing enumeration of purposes and powers shall not limit or
restrict in any manner the transaction of other business, the pursuit of other
purposes, or the exercise of other and further rights and powers that may now or
hereafter be permitted or provided by law.
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ARTICLE IV
4.1 The Corporation shall have authority to issue a total of 50,000,000
shares of common stock, each with a par value of $.01.
4.2 Cumulative voting shall not be permitted in the election of
directors or otherwise.
ARTICLE V
Except as bylaws adopted by the shareholders may provide for a greater
quorum requirement, a majority of the outstanding shares shall constitute a
quorum at any meeting of shareholders. Except as bylaws adopted by the
shareholders may provide for a greater voting requirement and except as is
otherwise provided by the Act with respect to action on amendment to these
articles of incorporation, on a plan of merger or share exchange, on the
disposition of all or substantially all of the property of the Corporation, on
the granting of consent to the disposition of property by an entity controlled
by the Corporation, and on the dissolution of the Corporation, action on a
matter other than the election of directors is approved if a quorum exists and
if the votes cast favoring the action exceed the votes cast opposing the action.
Any bylaw adding, changing, or deleting a greater quorum or voting requirement
for shareholders shall meet the same quorum requirements and be adopted by the
same vote required to take action under the quorum and voting requirements then
in effect or proposed to be adopted, whichever are greater.
ARTICLE VI
6.1 The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, a board of directors, which shall be elected at the annual meeting
of the shareholders or at a special meeting of the shareholders called for that
purpose.
6.2 The number of directors of the Corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by resolution adopted
from time to time by the board of directors. One (1) director shall constitute
the initial board of directors.
6.3 The number of directors may be increased or decreased from time to
time in the manner provided in the bylaws of the Corporation, but no decrease
shall have the effect of shortening the term of any incumbent director.
6.4 The initial board of directors shall consist of:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- ---------------
<S> <C>
Ahmad Akrami 63-A S. Pratt Parkway
Longmont, Colorado 80501
</TABLE>
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who shall serve until the first annual meeting of shareholders and until his
successor is duly elected and qualified.
ARTICLE VII
As used in this Article VII, "conflicting interest transaction" means
any of the following: (a) a loan or other assistance by the Corporation to a
director of the Corporation or to an entity in which a director of the
Corporation is a director or officer or has a financial interest; (b) a guaranty
by the Corporation of an obligation of a director of the Corporation or of an
obligation of an entity in which a director of the Corporation is a director or
officer or has a financial interest; or (c) a contract or transaction between
the Corporation and a director of the Corporation or between the Corporation and
an entity in which a director of the Corporation is a director or officer or has
a financial interest. No conflicting interest transaction shall be void or
voidable or be enjoined or set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the
Corporation, solely because the conflicting interest transaction involves a
director of the Corporation or an entity in which a director of the Corporation
is a director or officer or has a financial interest or solely because the
director is present at or participates in the meeting of the Corporation's board
of directors or of the committee of the board of directors which authorizes,
approves or ratifies a conflicting interest transaction, or solely because the
director's vote is counted for such purpose, so long as such conflicting
interest transaction is authorized, approved or ratified in accordance with the
requirements explicitly set forth in the Act. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves or ratifies the
conflicting interest transaction.
ARTICLE VIII
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that such person is
or was a director of the Corporation or, while serving as a director of the
Corporation, such person is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee, fiduciary or agent of, or in
any similar managerial or fiduciary position of, another domestic or foreign
corporation or other individual or entity or of an employee benefit plan. The
Corporation shall also indemnify any person who is serving or has served the
Corporation as director, officer, employee, fiduciary, or agent, and that
person's estate and personal representative, to the extent and in the manner
provided in any bylaw, resolution of the shareholders or directors, contract, or
otherwise, so long as such provision is legally permissible.
ARTICLE IX
No director of the Corporation shall have any personal liability for
monetary damages to the Corporation or its shareholders for breach of his or her
fiduciary duty as a director, except that this provision shall not eliminate or
limit the personal liability of a director to the Corporation or its
shareholders for monetary damages for: (i) any breach of the director's duty of
loyalty to the Corporation or its shareholders; (ii) acts or omissions not in
good faith or
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which involve intentional misconduct or a knowing violation of law; (iii) acts
specified in Section 7-108-403 of the Act; or (iv) any transaction from which
the director directly or indirectly derives an improper personal benefit.
Nothing contained herein will be construed to eliminate or diminish the defenses
ordinarily available to a director or to deprive any director of any right he or
she may have for contribution from any other director or other person. If the
Colorado Business Corporation Act hereafter is amended to eliminate or limit
further the liability of a director, then, in addition to the elimination and
limitation of liability provided by the preceding sentence, the liability of
each director shall be eliminated or limited to the fullest extent permitted by
the Colorado Business Corporation Act as so amended. Any repeal or modification
of this Article IX shall not adversely affect any right or protection of a
director of the Corporation under this Article IX, as in effect immediately
prior to such repeal or modification, with respect to any liability that would
have accrued, but for this Article IX, prior to such repeal or modification.
ARTICLE X
The street address of the initial registered office of the Corporation
is 63-A S. Pratt Parkway, Longmont, Colorado 80301. The name of the initial
registered agent of the Corporation at such address is Ahmad Akrami.
ARTICLE XI
The address of the initial principal office of the Corporation is 63-A
S. Pratt Parkway, Longmont, Colorado 80301.
ARTICLE XII
Unless a person is recognized as a shareholder through procedures
established by the Corporation pursuant to Section 7-107-204 of the Act or any
similar law, the Corporation shall be entitled to treat the registered holder of
any shares of the Corporation as the owner thereof for all purposes permitted by
the Act, including without limitation all rights deriving from such shares, and
the Corporation shall not be bound to recognize any equitable or other claim to,
or interest in, such shares or rights deriving from such shares on the part of
any other person including without limitation, a purchaser, assignee or
transferee of such shares, unless and until such other person becomes the
registered holder of such shares or is recognized as such, whether or not the
Corporation shall have either actual or constructive notice of the claimed
interest of such other person. By way of example and not of limitation, until
such other person has become the registered holder of such shares or is
recognized pursuant to Section 7-107-204 of the Act or any similar applicable
law, he shall not be entitled: (i) to receive notice of the meetings of the
shareholders; (ii) to vote at such meetings; (iii) to examine a list of the
shareholders; (iv) to be paid dividends or other distributions payable to
shareholders; or (v) to own, enjoy and exercise any other rights deriving from
such shares against the Corporation. Nothing contained herein will be construed
to deprive any beneficial shareholder, as defined in Section 7-113-101(1) of the
Act, of any right he may have pursuant to Article 113 of the Act or any
successor thereof.
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SIGNED this 4th day of May, 2000.
INDUSTRIALEX MANUFACTURING CORP.,
By: /s/ Ahmad Akrami
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Name: Ahmad Akrami
Title: President
