AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
VENTURELIST.COM, INC.
Venturelist.com, pursuant to Section 78.390 of the Nevada Revised Statutes,
adopts these Amended and Restated Articles of Incorporation, which accurately
copy the Articles of Incorporation and all amendments in effect to date. The
Articles of Incorporation, as restated and amended by these restated Articles of
Incorporation are set forth below and contain no other changes in any provision.
The following amendment and addition to the Articles of Incorporation was
adopted by unanimous consent of the Board of Directors pursuant to Section
78.315 of the Nevada Revised Statutes and by Consent of Majority Stockholders
pursuant to Section 78.320 of the Nevada Revised Statutes.
ARTICLE I.
Name
The name of this corporation is VENTURELIST.COM., INC.
ARTICLE II.
Location
The principal office of the corporation is to be located at 1325 Airmotive
Way, Suite 175, City of Reno, County of Washoe, State of Nevada 89502.
ARTICLE III.
Resident Agent
The name and address of the resident agent is: Zahra R. Gilak, 1325
Airmotive Way, Suite 175, Reno, Nevada 89502.
ARTICLE IV.
Purpose
The purpose of this corporation is to engage generally in any lawful
business or activity.
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ARTICLE V.
Authorized Capital Stock
The total number of shares of stock that the corporation shall have
authority to issue is 55,000,000, consisting of 50,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 5,000,000 shares of
preferred stock par value $.01 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the corporation entitled to vote generally in the
election of the directors (the "Voting Stock"), voting together as a single
class, without a separate vote of the holders of the Preferred Stock, or any
series thereof, unless a vote of any such holders is required pursuant to any
Preferred Stock Designation.
ARTICLE VI
Assessment of Stock
This capital stock of the corporation, after the amount of the subscription
price or par value has been paid in, shall not be subject to pay debts of the
corporation, and no paid up stock and no stock issued as fully paid up shall
ever be assessable or assessed.
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ARTICLE VII
Director Liability
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of the director for (i) acts or omissions that involve
intentional misconduct or a knowing violation of law by the director, (ii)
conduct which violates state law pertaining to unpermitted distributions to
shareholders or loans to directors, or (iii) any transaction from which the
director will personally receive a benefit in money, property or services to
which the director is not legally entitled.
ARTICLE VIII
Director Indemnification
The corporation shall indemnify its directors against all liability,
damage, or expense resulting from the fact that such person is or was a
director, to the maximum extent and under all circumstances permitted by law;
except that the corporation shall not indemnify a director against liability,
damage, or expense resulting from the director's gross negligence.
ARTICLE IX
Amendment
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by statute. All rights of shareholders of the corporation and all
powers of directors of the corporation are granted subject to this reservation.
ARTICLE X
Directors
The members of the governing board of the corporation shall be styled
directors. The initial Board of Directors of this corporation consist of one
director. The name and address of such director is as follows:
Steve Bauman: 583 San Mateo Avenue, San Bruno, California 94066-2729
This initial director shall serve until the next annual meeting of
shareholders or until the election and qualification of their successors. The
number of directors constituting the Board of Directors of this corporation may
be increased or decreased from time to time in the manner specified in the
Bylaws of this corporation.
ARTICLE XI
Period of Existence
The period of existence of this corporation shall be perpetual.
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ARTICLE XII
Incorporator
The name and address of the incorporator is as follows:
Zahra R. Gilak
1325 Airmotive Way, Suite 175
Reno, Nevada 89502
Dated this day of , 2000.
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/s/ Zahra R. Gilak
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Zahra R. Gilak
Incorporator
STATE OF CALIFORNIA )
) ss.
COUNTY OF NAPA )
On this day personally appeared before me, Zahra R. Galik, known to me to
be the individual described in and who executed the within and foregoing
instrument, and acknowledged that she signed the same as her free and voluntary
act and deed, for the uses and purposes therein mentioned.
Dated this day of , 2000.
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Notary
ARTICLE X111.
No Cumulative Voting Rights nor Preemptive Rights
Shareholders of the Corporation shall not have cumulative voting rights nor
preemptive rights.
The Articles of Incorporation and all amendments and supplements to them
are superseded by the following Amended and Restated Articles of Incorporation,
which accurately copy the entire text as well as incorporate the amendments set
forth above:
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ARTICLES OF INCORPORATION
OF
VENTURELIST.COM, INC.
ARTICLE I.
Signed this ___ day of September, 2000.
VENTURELIST.COM, INC.
By: /s/ Steve Bauman
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Name: Steve Bauman
Title: President
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