Exhibit 9
Form 10-SB
New Horizon Education, Inc.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
NEW HORIZON EDUCATION, INC.
Pursuant to Section 16-10a-1007 of the Utah Revised Business
Corporation Act, NEW HORIZON EDUCATION, INC. (the "Company")
adopts the following Amendment and Restatement of its Articles of
Incorporation by stating the following:
FIRST: The present name of the Company is New Horizon
Education, Inc.
SECOND: The following Amendment and Restatement of its Articles
of Incorporation were adopted by majority vote of shareholders of
the Company on December 26, 2000 in the manner prescribed by Utah
law:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
NEW HORIZON EDUCATION, INC.
ARTICLE I
The name of the Company is: New Horizon Education, Inc.
ARTICLE II
The Company is organized to engage in any lawful acts, activities
and pursuits for which a corporation may be organized under the
Utah Revised Business Corporation Act.
ARTICLE III
The Company is authorized to issue one class of stock to be
designated as "Common Stock". The total number of shares of
Common Stock the Company is authorized to issue is One Hundred
Million (100,000,000) shares with no par value.
Terms of Common Stock.
1. Voting Rights. Except as otherwise expressly provided by
law or in this Article III, each outstanding share of Common
Stock shall be entitled to one (1) vote on each matter to be
voted on by the shareholders of the Company, and shall not have
the right to cumulative voting in the election of directors or
for any other purpose.
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2. Liquidation Rights. Subject to any prior or superior rights
of liquidation as may be conferred upon any shares of Common
Stock, and after payment or provision for payment of the debts
and other liabilities of the Company, upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of the Company, the holders of stock then outstanding shall be
entitled to receive all of the assets and funds of the Company
remaining and available for distribution. Such assets and funds
shall be divided among and paid to the holders of Common Stock,
on a pro-rata basis, according to the number of shares of Common
Stock held by them.
2. Dividends. Dividends may be paid on the outstanding shares
of Common Stock as and when declared by the Board of Directors,
out of funds legally available therefore.
3. Residual Rights. All rights accruing to the outstanding
shares of the Company not expressly provided for to the contrary
herein or in the Company's bylaws or in any amendment hereto or
thereto shall be vested in the Common Stock.
The Board of Directors of the Company may from time to time
authorize by resolution the issuance of any or all shares of the
Common Stock herein authorized in accordance with the terms and
conditions set forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons, corporations or
entities, for such consideration as the Board of Directors in its
discretion may determine and without any vote or other action by
the stockholders, except as otherwise required by law. The
capital stock, after the amount of the subscription price has
been paid, shall not be subject to assessment to pay the debts of
the corporation.
ARTICLE IV
The Company shall not be governed by the terms and provisions of
Title 61, Chapter 6, the "Control Shares Acquisitions Act" of the
Utah Code by invoking Section 6, the "Optional Exemption", of
that act, as the same may be amended, superseded, or replaced by
any successor section, statute, or provision. No amendment to
these Articles of Incorporation, directly or indirectly, by
merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph
shall apply to or have any effect on any transaction involving
acquisition of control by any person or any transaction with an
interested stockholder occurring prior to such amendment or
repeal.
ARTICLE V
The Company shall not be governed by the terms and provisions of
Section 16-10a-1704, the "Saving Provisions", of the Utah Revised
Business Corporation Act, as the same may be amended, superseded,
or replaced by any successor section, statute, or
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provision; whereby, corporations incorporated prior to July 1,
1992 may not take action without unanimous written consent of all
shareholders entitled to vote. The Company expressly invokes the
provisions of Section 16-10a-704, "Action Without A Meeting", of
the Utah Revised Business Corporation Act, as the same may be
amended, superseded, or replaced by any successor section,
statute, or provision; whereby, corporations may take any action
which may be taken at any annual or special meeting of
shareholders "without a meeting and without prior notice, if one
or more consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted."
ARTICLE VI
The address of the registered office of the Company is 2250 West
Center Street, Springville, Utah 84663, the name of the Company's
registered agent at such address is Steven L. White. The above
named registered agent acknowledges and accepts his appointment
as registered agent of the Company as designated herein s/ Steven
L. White. Either the registered office or the resident agent may
be changed in the manner provided by law.
ARTICLE VII
The management of the affairs, property and interest of the
Company shall be vested in a Board of Directors.
(a) The number of directors constituting the board shall be
three (3) in number, provided, however, that the number of
directors may be changed from time to time by a provision of
the bylaws, but in no event shall the number of directors be
less than three (3) nor more than five (5).
(b) The following shall be the names and addresses of the
persons who shall serve as directors until the next annual
meeting of the shareholders or until their successors are
duly elected and qualified:
Name Address
Steve L. White 2250 W. Center Street,
Springville, UT 84663
Angela G. White 2250 W. Center Street,
Springville, UT 84663
Loretta Jean Hullinger 2250 W. Center Street,
Springville, UT 84663
ARTICLE VIII
To the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as now in effect or
as it may hereafter be amended, no director of this Company shall
be liable to the Company or to its shareholders for monetary
damages for any action taken, or any failure to take any action,
as a director.
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ARTICLE IX
The Company shall indemnify to the fullest extent allowable under
the Utah Revised Business Corporation Act, any and all persons
who may serve at any time as directors or officers of the
Company, against any and all expenses, including amounts paid
upon judgments, counsel fees and amounts paid in settlement
(before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or
settlement of any claim, action, or suit which may be asserted
against or any of them, by reason of being or having been
directors or officers of the Company. Such indemnification shall
be in addition to any other rights to which those indemnified may
be entitled under any law, bylaw, agreement, vote of shareholders
or otherwise.
THIRD: The number of shares of the corporation's outstanding
common stock as of the record date entitled to vote at the time
of the adoption of said amendment and restatement was 2,906,863.
FOURTH: The number of shares voted for such amendment and
restatement was 2,547,509 or 87.64%, which represents a majority
sufficient for approval. The number of shares voted against the
amendment and restatement was zero.
DATED: December 26, 2000
NEW HORIZON EDUCATION, INC.
By: /s/ Steven L. White,
Steven L. White, President
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