RESTATED
ARTICLES OF INCORPORATION
OF
CARMINA TECHNOLOGIES, INC.
Pursuant to ss.16-10a-1007 of the Utah Revised Business Corporation Act
("the Act") and a resolution heretofore adopted (by written consent pursuant to
ss.16-10a-821 of the Act) by its board of directors, Carmina Technologies, Inc.
hereby restates its Articles of Incorporation - as heretofore amended and
without any further amendment to be effectuated hereby, to-wit:
ARTICLE 1
The name of the corporation is "Carmina Technologies, Inc."
ARTICLE II
(a) Authorized Shares. The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 50,000,000 shares,
consisting of 10,000,000 shares of no par value Preferred Stock and 40,000,000
shares of no par value common stock.
(b) Preferred Stock. The designations and powers, preferences and rights, and
qualifications and limitations of the Preferred Stock, the establishment of
different series of Preferred Stock, and variations in the relative rights and
preferences as between different series, shall be established in accordance with
the Utah Revised Business Corporation Act by the Board of Directors; shares of
Preferred Stock when issued shall not have any voting power unless such power
has been provided for by the Board of Directors.
(c) Common Stock. The shares of Common Stock shall when issued have unlimited
voting rights and be entitled to receive the net assets of the corporation on
dissolution.
ARTICLE III
A shareholder of the Corporation shall not be entitled to a preemptive right to
purchase, subscribe for, or otherwise acquire any unissued or treasury shares of
stock of the Corporation, or any options or warrants to purchase, subscribe for
or otherwise acquire any such unissued or treasury shares, or any shares, bonds,
notes, debentures, or other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such unissued or
treasury shares.
<PAGE>
ARTICLE IV
The corporation shall continue in existence perpetually unless sooner dissolved
according to law, and is organized to engage in any and all lawful acts and/or
activities for which corporations may be organized under the Utah Revised
Business Corporation Act.
ARTICLE V
At all meetings of the shareholders, one-third of all shares entitled to vote at
the meeting shall constitute a quorum, and the affirmative vote of a majority of
a quorum shall constitute the act of the shareholders.
ARTICLE VI
The corporation may take action by the written consent of fewer than all of the
shareholders entitled to vote with respect to the subject matter of an action in
question; provided, however, that in order to be valid any and all such written
consents shall be made and provided in accordance with all applicable
requirements of Section 16-10a-704 of the Utah Revised Business Corporation Act
and signed by the holders of not less than a majority of the corporation's
outstanding shares (calculated as of the record date provided for by Section
16-10a-704(6) of that Act.)
ARTICLE VII
(a) The board of directors of the Corporation shall consist of such number of
persons, not less than three, as shall be determined in accordance with the
by-laws from time to time. As of the effective date of this article the number
of directors is three.
(b) The officers of the Corporation are and shall hereafter be a President, one
or more Vice Presidents (as may be prescribed by the by-laws), a Secretary, a
Treasurer, and such other officers as may hereafter be designated by the board
of directors in a manner not inconsistent with the by-laws.
ARTICLE VIII
The Corporation shall indemnify any person who is or was a director to the
maximum extent provided by statute.
<PAGE>
The Corporation shall indemnify any person who is or was an officer, employee or
agent of the Corporation who is not a director, to the maximum extent provided
by law, or to a greater extent if consistent with law and if provided by
resolution of the Corporation's shareholders or directors, or in a contract.
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, fiduciary or agent of the Corporation
and who while a director, officer, employee, fiduciary or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, fiduciary or agent of any other foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan against any liability asserted against or incurred by him
in any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
provisions of the statute.
ARTICLE IX
A director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or to its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for acts specified under ss.16-10-44 of the Utah Revised Business
Corporation Act or any amended or successor provision thereof, or (iv) for any
transaction from which the directors derived an improper personal benefit. If
the Utah Business Corporation Act is amended after this Article is adopted to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Utah
Business Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
ARTICLE X
The officers, directors and other members of management of this Corporation
shall be subject to the doctrine of corporate opportunities only insofar as it
applies to business opportunities in which the Corporation has expressed an
interest as determined from time to time by the Corporation's Board of Directors
as evidenced by resolutions appearing in the Corporation's minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of the Corporation shall be disclosed promptly to
the Corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director and
other member of management may avail himself of such opportunity. Until such
time
<PAGE>
as the Corporation, through its Board of Directors, has designated an area of
interest, the officers, directors and other members of management of the
Corporation shall be free to engage in such areas of interest on their own and
the provisions hereof shall not limit the rights of any officer, director or
other member of management of the Corporation to continue a business existing
prior to the time that such area of interest is designated by the Corporation.
This provision shall not be construed to release any employee of the Corporation
(other than an officer, director or member of management) from any duties which
he may have to the Corporation.
# # #
Upon filing by the Division of Corporations and Commercial Code of the Utah
Department of Commerce these restated Articles of Incorporation of Carmina
Technologies, Inc. shall supersede the original articles of incorporation of
said corporation and all prior amendments to them.
EXECUTED on this 17 day of May, 2000 by:
--------------------------------------
Richard M. Day, Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE AMERICAS MINING CORPORATION
The Americas Mining Corporation hereby amends its Articles of Incorporation as
follows:
FIRST, the name of the corporation is "The Americas Mining Corporation".
SECOND, the text of each amendment adopted is:
(a) ARTICLE II is amended to now provide in its entirety:
"(a) Authorized Shares. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is
20,000,000 shares, of which 5,000,000 shares shall be shares of
Preferred stock, no par value per share, and 15,000,000 shares shall
be shares of Common Stock, no par value per share.
"(b) Preferred Stock. The designations and powers, preferences and
rights, and qualifications and limitations of the Preferred Stock, the
establishment of different series of Preferred Stock, and variations
in the relative rights and preferences as between different series,
shall be established in accordance with the Utah Revised Business
Corporation Act by the Board of Directors; shares of Preferred Stock
when issued shall not have any voting power unless such power has been
provided by the board of directors.
(c) Common Stock. The shares of Common Stock shall when issued have
unlimited voting rights and be entitled to receive the net assets of
the corporation on dissolution."
(b) ARTICLE IV is amended to now provide in its entirety:
"The corporation shall continue in existence perpetually unless sooner
dissolved according to law, and is organized to engage in any and all
lawful acts and/or activities for which corporations may be organized
under the Utah Revised Business
<PAGE>
Corporation Act."
(c) ARTICLE V is amended to now in its entirety:
"At all meetings of the shareholders, one-third of all shares entitled
to vote at the meeting shall constitute a quorum, and the affirmative
vote of a majority of a quorum shall constitute the act of the
shareholders."
(d) ARTICLE VI is amended to now provide in its entirety:
"The corporation may take action by the written consent of fewer
than all of the shareholders entitled to vote with respect to the
subject matter of an action in question; provided, however, that in
order to be valid any and all such written consents shall be made and
provided in accordance with all applicable requirements of ss.
16-10a-704 of the Utah Revised Business Corporation Act and signed by
the holders of not less than a majority of the corporation's
outstanding shares (calculated as of the record date provided for by
ss. 16-10a-704(6)) of that Act"
(e) ARTICLE VII is amended now in its entirety:
"(a) The board of directors of the Corporation shall consist of such
number of persons, not less than three, as shall be determined in
accordance with the by-laws from time to time. As of the effective
date of this article the number of directors is three.
(b) The officers of the Corporation are and shall hereafter be a
President, one or more Vice Presidents (as may be prescribed by the
by-laws), a Secretary, a Treasurer, and such other officers as may
hereafter be designated by the board of directors in a manner not
inconsistent with the by-laws."
(f) ARTICLE XI (which at present contains provisions having to do with
"compromises with creditors") is deleted in its entirety
THIRD, the foregoing amendments do not provide for any exchange,
reclassification or cancellation of issued shares.
FOURTH, the foregoing amendments were first proposed by the corporation's board
of directors for submission to its shareholders, recommended by the board to the
shareholders, and then adopted by the shareholders at an Annual Meeting duly
held on March 20, 1999 at 203 SW "G" Street, Suite A, Grants Pass, OR.
<PAGE>
FIFTH, (a) the corporation had only one voting group at the time of said
meeting, that is the 4,502,300 shares of common stock it then had issued and
outstanding (all of which were under its Articles of Incorporation entitled to
vote on the amendments), and 2,400,000 shares of the corporation's said sole
voting group were indisputably represented at said meeting; and,
(b) 2,400,000 votes were cast for --and zero votes were cast against-- each
of the amendments set forth above by the corporation's sole voting group, which
number constituted more than a majority of the corporation's outstanding shares
and was sufficient for approval and adoption of the amendments by the
corporation's sole voting group.
WHEREFORE, the undersigned officer of The Americas Mining Corporation hereby
executes and files these Articles of Amendment pursuant to specific
authorization by its board of directors to do so, on this ____15th___ day of
___May_____, 2000:
/s/
------------------------------------
Richard M. Day, Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE AMERICAS MINING CORPORATION
The Americas Mining Corporation hereby amends its Articles of Incorporation as
follows:
FIRST, the name of the corporation is "The Americas Mining Corporation".
SECOND, the text of each amendment adopted is:
(a) ARTICLE I is amended to now provide in its entirety:
"The name of the corporation is "Carmina Technologies, Inc.".
(b) ARTICLE II is amended to now provide in its entirety:
(a) Authorized Shares. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is
50,000,000 shares, consisting of 10,000,000 shares of no par value
Preferred stock and 40,000,000 shares of no par value common stock.
"(b) Preferred Stock. The designations and powers, preferences and
rights, and qualifications and limitations of the Preferred Stock, the
establishment of different series of Preferred Stock, and variations
in the relative rights and preferences as between different series,
shall be established in accordance with the Utah Revised Business
Corporation Act by the Board of Directors; shares of Preferred Stock
when issued shall not have any voting power unless such power has been
provided by the Board of Directors.
(c) Common Stock. The shares of Common Stock shall when issued have
unlimited voting rights and be entitled to receive the net assets of
the corporation on dissolution."
THIRD, the foregoing amendments do not provide for any exchange,
reclassification or cancellation of issued shares.
<PAGE>
FOURTH, the foregoing amendments were first proposed by the corporation's board
of directors for submission to its shareholders, recommended by the board to the
shareholders, and then adopted by the shareholders by the written consent
actions hereinafter described.
FIFTH, (a) the corporation had only one voting group as of January 24, 2000,
that is the 4,502,300 shares of common stock it then had issued and outstanding
(all of which were under its Articles of Incorporation entitled to vote on the
amendments); and,
(b) 2,300,000 votes were cast in favor of --and zero votes were cast
against-- each of the amendments set forth above by written shareholder
consents, which number constituted more than a majority of the corporation's
outstanding shares and was sufficient for approval and adoption of the
amendments by the corporation's sole voting group.
WHEREFORE, the undersigned officer of The Americas Mining Corporation hereby
executes and files these Articles of Amendment pursuant to specific
authorization by its board of directors to do so, on this ___16th___ day of
____May________, 2000.
/s/
----------------------------------
Richard M. Day, Secretary
