FILED # C7623-99
APR 06 2000
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
JPAL, INC.
The undersigned, as the President and Secretary of JPAL, INC., a Nevada
corporation, hereby certify that by vote of the Board of Directors by written
consent dated March 16, 2000, and majority vote of the stockholders by written
consent dated March 16, 2000, it was agreed that these RESTATED ARTICLES OF
INCORPORATION be filed with the Secretary of State for the State of Nevada.
The undersigned further certify that the original Articles of Incorporation
of JPAL, INC. were filed with the Secretary of State for the State of Nevada on
the 31st day of March, 1999.
The exact text of the Restated Articles of Incorporation of JPAL, INC.,
which amends Article SECOND, Article THIRD, Article FOURTH, Article FIFTH,
Article SIXTH, Article SEVENTH, Article EIGHTH, Article NINTH and Article TENTH,
is as follows:
FIRST. The name of this corporation is JPAL, Inc.
SECOND. The registered office for this corporation in the State of Nevada
is located at Nevada Agency and Trust Company, 50 West Liberty Street, Suite
880, City of Reno, County of Washoe, State of Nevada 89501. This corporation may
maintain an office, or offices, in such other place or places within or without
the State of Nevada as may be from time to time designated by the Board of
Directors of this corporation, or by the Bylaws of this corporation, and this
corporation may conduct all 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.
THIRD. The purposes for which this corporation is organized are to engage
in any activity or business not in conflict with the laws of the State of Nevada
or of the United States of America and, without limiting the generality of the
foregoing, specifically, to have all the powers now or hereafter conferred by
the laws of the State of Nevada upon corporations organized pursuant to the laws
pursuant to which this corporation is organized and any and all acts amendatory
thereof and supplemental thereto. The purposes specified in this article shall
be construed both as purposes and powers and shall be in no manner
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limited or restricted by reference to, or inference from, the terms of this or
any other article.
FOURTH. The total number of shares of stock which this corporation shall
have authority to issue is Fifty Five Million (55,000,000) with a par value of
one mil ($.001) per share. Fifty Million (50,000,000) of those shares are Common
Stock and Five Million (5,000,000) of those shares are Preferred Stock.
FIFTH. The affairs of this corporation shall be governed by a Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation;
provided, however, that the number of directors shall not be reduced to fewer
than one (1).
SIXTH. The capital stock of this corporation, after the amount of the
subscription price, or par value, has been paid, shall not be subject to
assessment to pay the debts of this corporation.
SEVENTH. This corporation shall have a perpetual existence.
EIGHTH. The power to alter, amend, or repeal the Bylaws of this
corporation, or to adopt new Bylaws, shall be vested in the Board of Directors
of this corporation, except as otherwise may be specifically provided in those
Bylaws.
NINTH. No shareholder shall be entitled, as a matter of right, to subscribe
for or receive additional shares of any class of stock of this corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into such stock, but such additional shares of stock or other
securities convertible into such stock may be issued or disposed of by the Board
of Directors of this corporation to such persons, for such consideration, and on
such terms as, in its discretion, the Board of Directors of this corporation
shall deem advisable.
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TENTH. No director or officer of this corporation shall be personally
liable to this corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involved intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this article by the
stockholders of this corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of this corporation for acts or omissions prior to such repeal or
modification.
The undersigned hereby certify that they have on this 17th day of March,
2000, executed these Restated Articles of Incorporation.
By: /s/ Sharareh Frouzesh
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Sharareh Frouzesh
Its: President
By: /s/ Sharareh Frouzesh
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Sharareh Frouzeh
Its: Secretary
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