AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CELEBRITY SPORTS NETWORK, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation adopts the following Amended and Restated Articles of
Incorporation. These articles correctly set forth the provisions of the Articles
of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto.
ARTICLE I. Name. The Name of the Corporation is CELEBRITY SPORTS NETWORK,
INC.
ARTICLE II. Duration. The Corporation shall have perpetual duration.
ARTICLE III. Principal Office. The principal office of the Corporation in
the State of Colorado shall be located at 1869 West Littleton Boulevard,
Littleton, Colorado 80120, and after that at such location as the Board of
Directors may determine.
ARTICLE IV. Purposes. The nature of the business of the Corporation and the
objects, purposes and business thereof proposed to be transacted, promoted or
carried on are to engage in any lawful act or activity for which corporations
may be organized under the Colorado Business Corporation Act.
ARTICLE V. Capital Structure.
Section 1. Authorized Capital. The total number of shares of all classes
which the Corporation shall have authority to issue is 60,000,000 of which
10,000,000 shall be Preferred Shares, $.001 par value per share and 50,000,000
of which shall be Common Stock, $.001 par value per share, and the designations,
preferences, limitations and relative rights of the shares of each class are as
follows:
Section 2. Preferred Shares. The Corporation, by resolution of its Board of
Directors, may divide and issue the Preferred Shares in series. Preferred Shares
of each series when issued shall be designated to distinguish them from the
shares of all other series. The Board of Directors is hereby expressly vested
with authority to divide the class of Preferred Shares into series and to fix
and determine the relative rights and preferences of the shares of any such
series so established to the full extent permitted by these Restated and Amended
Articles of Incorporation and the Colorado Business Corporation Act in respect
to the following:
A. The number of shares to constitute such series, and the distinctive
designations thereof;
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B. The rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue;
C. Whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;
D. The amount payable upon shares in event of involuntary liquidation;
E. The amount payable upon shares in event of voluntary liquidation;
F. Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
G. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
H. Voting powers, if any; and
I. Any other relative rights and preferences of shares of such series,
including, without limitation, any restriction on an increase in the number
of shares of any series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future series shall
be subject.
Section 3. Common Shares.
A. The rights of holders of Common Shares to receive dividends or
share in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation shall be
subject to the preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions which may be
adopted from time to time by the Board of Directors of the Corporation
providing for the issuance of one or more series of the Preferred Shares.
B. The holders of the Common Shares shall be entitled to one vote for
each Common Share held by them of record at the time for determining the
holders thereof entitled to vote.
ARTICLE VI. Board of Directors. The business and affairs of the Corporation
shall be managed by the Board of Directors. The number of Directors constituting
the Board of Directors shall be fixed in the manner provided in the Bylaws of
the Corporation.
In accordance with the Bylaws of the Corporation, the Board of Directors
may thereupon be divided into classes, each class to be as nearly equal in
number as possible, with the term of office of directors of the first class to
expire at the first annual meeting of shareholders after their election, and the
terms of the successive classes expiring at successive annual meetings of
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shareholders thereafter. At each annual meeting following such classification
and division of the members of the Board of Directors, a number of directors
equal to the number of directorships in the class whose term expires at the time
of such meeting shall be elected to hold office for a term of years equal to the
number of classes, and such term shall expire at the annual meeting held during
the final year of the term.
ARTICLE VII. Voting by Shareholders.
Section 1. Cumulative Voting. Cumulative voting shall not be allowed in the
election of directors of the Corporation and every shareholder entitled to vote
at such election shall have the right to vote the number of shares owned by him
for as many persons as there are directors to be elected, and for whose election
he has a right to vote.
Section 2. Denial of Preemptive Rights. No shareholder of the Corporation
shall by reasons of his holding shares of any class or series have any
preemptive or preferential rights to purchase or subscribe to any shares of any
class or series of the Corporation now or hereafter to be authorized, or any
notes, debentures, bonds or other securities convertible into or carrying
options or warrants to purchase shares of any class or series now or hereafter
to be authorized, whether or not the issuance of any such shares or notes,
debentures, bonds or other securities would adversely affect the dividend or
voting rights of such shareholder, other than such rights, if any, as the Board
of Directors, in its discretion from time to time, may grant, and at such price
as the Board of Directors, in its discretion, may fix; and the Board of
Directors, if otherwise authorized by the provisions of these Amended and
Restated Articles of Incorporation may issue shares of any class or series of
the Corporation or any notes, debentures, bonds or other securities convertible
into or carrying options or warrants to purchase shares of any class or series,
without offering any such shares of any class or series either in whole or in
part to the existing shareholders of any class or series.
Section 3. Majority Vote. When, with respect to any action to be taken by
the shareholders of the Corporation, the Colorado Business Corporation Act
requires the vote or concurrence of the holders of greater than a majority of
the outstanding shares, or of any class or series entitled to vote thereon, any
and every such action shall be taken, notwithstanding the requirements of the
Colorado Business Corporation Act, by the affirmative vote or concurrence of the
holders of a majority of the outstanding shares, or of any class or series
entitled to vote thereon.
ARTICLE VIII. Right of Directors to Contract with Corporation.
Section 1. No contract or other transaction between the Corporation and one
or more of its directors or any other corporation, firm, association or entity
in which one or more of the directors of the Corporation are directors or
officers or are financially interested, shall be either void or voidable solely
because such directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes or approves such contract or transaction or
solely because their votes are counted for such purpose if:
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A. The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for that
purpose without counting the votes or consents of the interested directors;
or
B. The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
C. The contract or transaction is fair and reasonable to the
Corporation.
Section 2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE IX. Indemnification of Officers, Directors and Others. The Board of
Directors of the Corporation shall have the power to:
Section 1. Indemnify any director, officer, employee or agent of the
Corporation to the fullest extent permitted by the Colorado Business Corporation
Act as presently existing or as hereafter amended.
Section 2. Authorize payment of expenses (including attorney's fees)
incurred in defending a civil or criminal action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article IX.
Section 3. Purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation or who is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and 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
the provisions of this Article IX.
The indemnification provided by this Article IX shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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ARTICLE X. Corporate Opportunity. 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
this Corporation has expressed an interest as determined from time to time by
this Corporation's Board of Directors as evidenced by resolutions appearing in
the Corporation's minutes. Once 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 this Corporation
shall be disclosed promptly to this Corporation and made available to it. The
Board of Directors may reject any business opportunity presented to it and
thereafter any officers, directors or other member of management may avail
himself of such opportunity. Until such time as this Corporation, through its
Board of Directors, has designated an area of interest, the officers, directors
and other members of management of this Corporation shall be free to engage in
such areas of interest on their own and this doctrine shall not limit the right
of any officer, director or other member of management of this 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 this Corporation (other than an officer, director or member of
management) from any duties which he may have to this Corporation.
ARTICLE XI. Limitations on Director Liability. To the fullest extent
permitted by the Colorado Business Corporation Act as the same exists or may
hereafter be amended, a director of this Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, so long as such director acted in good faith.
ARTICLE XII. Powers and Limitations. The powers and limitations of the
Corporation shall be those set forth by the Colorado Business Corporation Act,
under which this Corporation is formed.
ARTICLE XIII. Rights to Amend, Alter, Change or Repeal. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
these Amended and Restated Articles of Incorporation in the manner now or
hereinafter prescribed herein or by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
The Amended and Restated Articles of Incorporation were adopted by a vote
of the shareholders. The number of shares voted for the Amended and Restated to
the Articles of Incorporation was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 1st day
of November, 1999.
/s/ R. David Preston
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R. David Preston, President
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