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Exhibit 3.1
ENDORSED - FILED
In the office of the Secretary of State
of the State of California
AUG 11 1997
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT AND RESTATEMENT
OF THE ARTICLES OF INCORPORATION OF
AMERICAN EAGLE MOTORCYCLE COMPANY, INC.
Greg Spak and David Carson certify that:
1. They are the president and the secretary, respectively, of
AMERICAN EAGLE MOTORCYCLE COMPANY, INC., a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
"ARTICLE I
The name of this corporation is American Eagle Motorcycle
Company, Inc.
ARTICLE II
The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the
trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
ARTICLE IV
This corporation is authorized to issue two classes of shares,
designated respectively "Common Stock" and "Preferred Stock". Ten
million (10,000,000) shares of Common Stock may be issued. Five million
(5,000,000) shares of Preferred Stock may be issued. The board of
directors may divide the Preferred Stock into any number of series. The
board shall fix the designation and number of shares of each such
series. The board may determine and alter the rights, preferences,
privileges, and restrictions granted to and imposed upon any wholly
unissued series of the Preferred Stock. The board of directors (within
the limits and restrictions of any resolution adopted by it, originally
fixing the number of shares of any series) may increase or decrease the
number of shares of any such series after the issue of shares of that
series, but not below the number of then outstanding shares of such
series.
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ARTICLE V
The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
ARTICLE VI
The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach
of duty to the Corporation and its stockholders through bylaw
provisions or through agreements with the agents, or both, in excess of
the indemnification otherwise permitted by Section 317 of the
Corporations Code, subject to the limits on such excess indemnification
set forth in Section 204 of the Corporations Code."
3. The foregoing amendment and the restatement of articles of
incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of
incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 4,054,600. The number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: April 21, 1997
/s/ GREG SPAK
--------------------------------
Greg Spak, President
/s/ DAVID CARSON
--------------------------------
David Carson, Secretary
2
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ENDORSED-FILED
In the office of the Secretary of State
of the State of California
JUL 25 1997
BILL JONES, Secretary of State
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
AMERICAN EAGLE MOTORCYCLE COMPANY, INC.
Greg Spak and David Carson certify that:
1. They are the president and the secretary, respectively, of
AMERICAN EAGLE MOTORCYCLE COMPANY INC., a California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
"ARTICLE I
The name of this corporation is American Eagle Motorcycle Company, Inc.
ARTICLE II
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
ARTICLE IV
This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is 10,000,000.
ARTICLE V
The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
ARTICLE VI
The corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the Corporations Code) for breach of duty to the
corporation and its stockholders through bylaw.
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provisions or through agreements with the agents, or both, in excess of
the indemnification otherwise permitted by Section 317 of the
Corporations Code, subject to the limits on such excess indemnification
set forth in Section 204 of the Corporations Code."
3. The foregoing amendment and the restatement of articles of
incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of
incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the Corporations Code. The total number of
outstanding shares of the corporation is 4,000,000. The number of shares voting
in favor of the amendment equaled or exceeded the vote required. The percentage
vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: April 21, 1997
/s/ GREG SPAK
--------------------------------
Greg Spak, President
/s/ DAVID CARSON
--------------------------------
David Carson, Secretary
2
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ENDORSED
FILED
In the office of the Secretary of State
of the State of California
JAN - 8 1996
BILL JONES, Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
AMERICAN EAGLE MOTORCYCLE COMPANY, INC.
ARTHUR B. JACOBS certifies that:
1. He is the sole incorporator of American Eagle Motorcycle Company,
Inc. a California corporation.
2. He hereby adopts the following amendment of the articles of
incorporation of said corporation;
Article IV is amended to read as follows:
"This corporation is authorized to issue only one class of
stock; and the total numbers of shares which this corporation is
authorized to issue is 5,000,000. All of the corporation's issued
shares of all classes shall be held of record by not more than 35
persons. This corporation is a close corporation."
3. No directors were named in the original articles of incorporation of
the above-named corporation and none have been elected.
4. The corporation has issued no shares.
/s/ ARTHUR B. JACOBS
----------------------------------
Arthur B. Jacobs, Incorporator
The undersigned declares under penalty of perjury that the matters set forth in
the foregoing certificate are true and correct of his own knowledge and that
this declaration was executed on January 3, 1996 at, Monterey, California 93940.
/s/ ARTHUR B. JACOBS
----------------------------------
Arthur B. Jacobs
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ENDORSED
FILED
In the office of the Secretary of State
of the State of California
AUG 17 1995
BILL JONES
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
AMERICAN EAGLE MOTORCYCLE COMPANY, INC.
I
The name of this corporation is AMERICAN EAGLE MOTORCYCLE COMPANY, INC.
II
The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Arthur B. Jacobs,
555 Abrego Street, Suite 200
Monterey, CA 93940
IV
This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized is
50,000. All of the corporation's issued shares of all classes shall be held of
record by not more than 35 persons. This corporation is a close corporation.
Date: August 15, 1995 /s/ ARTHUR B. JACOBS
-----------------------------
Arthur B. Jacobs
