RESTATED
Articles of Incorporation
of
ZURICKIRCH CORP.
This Certificate of Incorporation as contained herein has been duly
adopted in accordance with the General Corporation Law of Nevada and filed
with the Nevada Secretary of State's office.
ARTICLE I
Name
The name of this corporation is ZURICKIRCH , CORP. (the "Corporation").
ARTICLE II
Registered Office and Agent
The name of the registered agent of the Corporation is ZURICKIRCH CORP.
The street address of the registered office of the Corporation in the
State of Nevada is 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas, NV
89109.
ARTICLE III
Mailing Address
The mailing address of the Corporation is ZURICKIRCH CORP. 3960 Howard
Hughes Parkway, Fifth Floor, Las Vegas, NV 89109.
ARTICLE IV
Duration
This Corporation shall exist perpetually.
ARTICLE V
Purpose
The purpose or purposes of the Corporation are:
(1) To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Laws of Nevada; and
(2) In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Nevada or any other law of Nevada or
by this Certificate of Incorporation together with any power incidental
thereto, so far as such powers and privileges are necessary or convenient to
the conduct, promotion or attainment of the business or purposes of the
Corporation.
ARTICLE VI
Capital Stock
The maximum number of shares of capital stock which this Corporation
shall have authority to issue is Sixty Million (60,000,000), Consisting of
Fifty Million (50,000,000) shares of Common Stock, $.0001 par value, and Ten
Million (10,000,000) shares of Preferred Stock at $.0001 par value. The
preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are as follows:
SECTION 1. Preferred Stock. The Preferred Stock may be issued from time
to time in one or more series. All shares of Preferred Stock shall be of
equal rank and shall be identical, except in respect of the matters that may
be fixed and determined by the Board of Directors as hereinafter provided, and
each share of each series shall be identical with all other shares of such
series, except as to the date from which dividends are cumulative. The Board
of Directors hereby is authorized to cause such shares to be issued in one or
more classes or series and with respect to each such class or series to fix
and determine the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(1) the number of shares constituting a series, the distinctive
designation of a series and the stated value of a series, if different from
the par value;
(2) whether the shares or a series are entitled to any fixed or
determinable dividends, the dividend rate (if any) on such shares, whether the
dividends are cumulative and the relative rights or priority of dividends on
shares of that series;
(3) whether a series has voting rights in addition to the voting rights
provided by law and the terms and conditions of such voting rights;
(4) whether a series will have or receive conversion or exchange
privileges and the terms and conditions of such conversion or exchange
privileges;
(5) whether the shares of a series are redeemable and the terms and
conditions of such redemption, including the manner of selecting shares for
redemption if less than all shares are to he redeemed, the date or dates on or
after which the shares in the series will be redeemable and the amount payable
in case of redemption;
(6) whether a series will have a sinking fund for the redemption or
purchase of the shares in the series and the terms and the amount of such
sinking fund;
(7) the right of a series to the benefit of conditions and restrictions
on the creation of indebtedness of the Corporation or any subsidiary, on the
issuance of any additional capital stock (including additional shares of such
series or any other series), on the payment of dividends or the making of
other distributions on any outstanding stock of the Corporation and the
purchase, redemption or other acquisition by the Corporation, or any
subsidiary, of any outstanding stock of the Corporation;
(8) the rights of a series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and the relative
rights of priority of payment of a series; and
(9) any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of such series.
Dividends on outstanding shares of Preferred Stock shall be paid or set
apart for payment before any dividends shall be paid or declared or set apart
for payment on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any, payable with respect thereto).
SECTION 2. Common Stock - General Provisions. The Common Stock shall be
subject to the express terms of the Preferred Stock and any series thereof.
Each share of Common Stock shall be equal to every other share of Common
Stock, except as otherwise provided herein or required by law.
Shares of Common Stock authorized hereby shall not be subject to
preemptive rights. The holders of shares of Common Stock now or hereafter
outstanding shall have no preemptive right to purchase or have offered to them
for purchase any of such authorized but unissued shares, or any shares of
Preferred Stock, Common Stock or other equity securities issued or to be
issued by the Company.
Subject to the preferential and other dividend rights applicable to
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive such dividends (payable in cash, stock or otherwise) as may be
declared on the Common Stock by the Board of Directors at any time or from
time to time out of any funds legally available therefor.
In the event of any voluntary or involuntary liquidation, distribution or
winding up of the Corporation, after distribution in full of the preferential
or other amounts to be distributed to the holders of shares of Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive all
of the remaining assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of Common Stock
held by them.
SECTION 3. Common Stock - Other Provisions.
(a) Voting Rights. The shares of Common Stock shall have the following
voting rights:
(1) Each share of Common Stock shall entitle the holder thereof to one
vote upon all matters upon which stockholders have the right to vote.
Except as otherwise required by applicable law, the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation (or, if any holders of shares of
Preferred Stock are entitled to vote together with the holders of Common
Stock, as a single class with such holders of shares of Preferred Stock).
(b) Dividends and Distributions. Except as otherwise provided in this
Certificate of Incorporation, holders of Common Stock shall be entitled to
such dividends and other distributions in cash, stock or property of the
Corporation as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available therefor;
provided, however, that in no event may the rate of any dividend payable on
outstanding shares of any class of Common Stock be greater than the dividend
rate payable on outstanding shares of the other class of Common Stock. All
dividends and distributions on the Common Stock payable in stock of the
Corporation shall be made in shares of Common Stock. In no event will shares
of Common Stock be split, divided or combined unless the outstanding shares of
the Common Stock shall be proportionately split, divided or combined.
(c) Options, Rights or Warrants. The Corporation may make offerings of
options, rights or warrants to subscribe for shares of capital stock to all
holders of Common Stock if an identical offering is made simultaneously to all
the holders of stock. All such offerings of options, rights or warrants shall
offer the respective holders of Common Stock the right to subscribe at the
same rate per share.
ARTICLE VII
Board of Directors
SECTION 1. Number and Terms. The number of directors which shall
constitute the whole Board of Directors shall be determined in the manner
provided in the Bylaws of the Corporation. The Board of Directors shall be
shall be as nearly equal in number as possible. The initial directors shall
hold office for a term expiring at the next succeeding annual meeting of
stockholders and until election of their respective successors.
SECTION 2. Vacancies. Any vacancy on the Board of Directors, whether
arising through death, resignation or removal of a director or through an
increase in the number of directors of any class, shall be filled by a
majority vote of all remaining directors. The term of office of any director
elected to fill such a vacancy shall expire at the expiration of the term of
office of directors in which the vacancy occurred.
SECTION 3. Other Provisions. Notwithstanding any other provision of
this Article VII, and except as otherwise required by law, whenever the
holders of any one or more series of Preferred Stock or other securities of
the Corporation shall have the right, voting separately as a class, to elect
one or more directors of the Corporation, the term of office, the filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto, and unless the
terms of this Certificate of Incorporation expressly provide otherwise, such
directorship shall be in addition to the number of directors provided in the
Bylaws and such directors shall not be classified. Elections of directors need
not be by written ballot unless the Bylaws of the Corporation shall so
provide.
ARTICLE VIII
Bylaws
The power to adopt, alter, amend or repeal the Bylaws of the Corporation
shall be vested in the Board of Directors. The stockholders of the
Corporation may adopt, amend or repeal the Bylaws of the Corporation only by
the affirmative vote of holders of at least 66 2/3% of the combined voting
power of the then outstanding shares of stock of all classes and series of the
Corporation entitled to vote generally on matters requiring the approval of
stockholders (the "Voting Stock").
ARTICLE IX
Stockholder Meetings
Any action required or permitted to be taken by the stockholders of the
Corporation must be taken at a duly called and noticed meeting of stockholders
and may not be taken by consent in writing, unless such action requiring or
permitting stockholder approval is approved by a majority of the directors
then in office. An action required or permitted to be taken by the
stockholders which has been approved by a majority of the directors may be
taken by consent in writing if the consent is signed by the record holders of
no less than the Voting Stock that would otherwise be required for approval of
such action.
ARTICLE X
Amendments
The provisions set forth in Articles VI, VII, VIII and IX and in this
Article X may not he repealed, rescinded, altered or amended, and no other
provision may be adopted which is inconsistent therewith or impairs in any way
the operation or effect thereof, except by the affirmative vote of holders of
not less than 66 2/3% of the Voting Stock.
Consistent with the preceding sentence, the corporation reserves the
right to adopt, repeal, rescind, alter or amend in any respect any provision
contained in this Certificate of Incorporation as prescribed by applicable
law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Incorporation to be executed in its corporate name this 1st day of March ,
2000.
As approved and adopted by the Board of Directors as of March 1st, 2000.
