Exhibit 3(i)
CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
OF
EVOLUTION USA, INC.
Pursuant to the provisions of RCW 23B.10.070 of the Washington Business
Corporation Act, Evolution USA, Inc., a Washington corporation, hereby submits
the following Restated Articles of Incorporation:
FIRST: The name of the corporation is: Evolution USA, Inc.
SECOND: The Restated Articles of Incorporation attached hereto do not
include any amendments to the articles of incorporation.
DATED this 18th day of September, 2000.
EVOLUTION USA, INC.
------------------------------
Gary Diamond
Secretary
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RESTATED
ARTICLES OF INCORPORATION
OF
EVOLUTION USA, INC.
Pursuant to the provisions of RCW 23B.10.070 of the Washington Business
Corporation Act, Evolution USA, Inc., a Washington corporation, hereby restates
its Articles of Incorporation.
ARTICLE I
NAME
The name of this corporation shall be EVOLUTION USA, INC.
ARTICLE II
DURATION
The duration of this corporation shall be perpetual.
ARTICLE III
PURPOSES
The purposes for which the corporation is organized are as follows:
To engage in any lawful business, trade or activity permitted under the
Washington Business Corporation Act.
ARTICLE IV
SHARES
The Corporation is authorized to issue two classes of capital stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares of common stock which this Corporation is authorized to issue
is One Hundred and Three Million (103,000,000) shares of Common Stock, no par
value, and Ten Million (10,000,000) shares of Preferred Stock, no par value.
The Common Stock shall be further designated as to Class A Voting Common
Stock and Class B Non-Voting Common Stock. The number of shares of Common Stock
authorized as Class A Voting Common Stock is 100,000,000. The number of shares
of Common Stock authorized for Class B Non-Voting Common Stock is 3,000,000.
The Class A Voting Common Stock holders shall each have one vote per share
on each matter submitted to a vote of shareholders.
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The holders of Class B Non-Voting Common Stock shall not be entitled to
vote on matters submitted to a vote of shareholders.
The holders of Class B Non-Voting Common Stock shall have the right to
convert their shares of Class B Non-Voting Common Stock into shares of Class A
Voting Common Stock twelve (12) months after the issuance of the shares.
The Preferred Stock may be issued from time to time in one or more series
in any manner permitted by law and the provisions of these Articles of
Incorporation, as determined from time to time by the Board of Directors of the
Corporation and stated in the resolution or resolutions providing for the
issuance thereof, prior to the issuance of any shares thereof. The Board of
Directors shall have the authority to fix and determine and to amend, subject to
these provisions, the designation, preferences, limitations and relative rights
of the shares of any series that is wholly unissued or to be established.
Unless otherwise specifically provided in the resolution establishing any
series, the Board of Directors shall further have the authority, after the
issuance of shares of a series whose number it has designated, to amend the
resolution establishing such series to decrease the number of shares of that
series, but not below the number of shares of such series then outstanding.
ARTICLE V
PREEMPTIVE RIGHTS
No preemptive rights shall exist with respect to shares of stock or
securities convertible into shares of stock of this corporation.
ARTICLE VI
CUMULATIVE VOTING
The shareholders of this corporation shall not be entitled to cumulative
voting at the election of any directors.
ARTICLE VII
DIRECTORS
The number of directors of this corporation shall be determined in the
manner provided by the bylaws and may be increased or decreased from time to
time in the manner provided therein. The number of directors constituting the
initial Board of Directors of the corporation is one (1). The name and address
of the person who is to serve as the initial director until the first annual
meeting of the shareholders of the corporation, or until his successors are
elected and qualified is as follows:
George Fleming
C/o 701 Fifth Avenue, Suite 5701
Seattle, WA 98104-7003
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ARTICLE VIII
CONTRACTS IN WHICH DIRECTORS HAVE AN INTEREST
Any contract or other transaction between this corporation and one or more
of its directors, or between this corporation and any corporation, firm,
association, or other entity, of which one or more of this corporation's
directors are shareholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes, notwithstanding the
presence of such director or directors at the meeting of the Board of Directors
which acts upon or in reference to such contract or transaction and
notwithstanding the participation of such director or directors in such actions,
by voting or otherwise, even though the presence or vote, or both, of such
director or directors might have been necessary to obligate this corporation
upon such contract or transaction; provided, that the fact of such interest
shall be disclosed to or known by the directors acting on such contract or
transaction.
ARTICLE IX
REGISTERED AGENT AND REGISTERED OFFICE
The registered agent and registered office of the corporation shall be as
follows:
COLUMBIA CORPORATE SERVICES, INC.
701 Fifth Avenue, Suite 5701
Seattle, WA 98104
ARTICLE X
INDEMNIFICATION
1. A director of this 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 (i) for acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct violating RCW 23B.08.310 of the Washington Business
Corporation Act, or (iii) for any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Business Corporation Act is
amended in the future to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of this corporation shall be eliminated or limited to the full extent permitted
by the Washington Business Corporation Act, as so amended, without any
requirement of further action by the shareholders.
2. The corporation shall indemnify any individual made a party to a
proceeding because that individual is or was a director of the corporation and
shall advance or reimburse the reasonable expenses incurred by the individual in
advance of final disposition of the proceeding, without regard to the
limitations in RCW 23B.08.510 through 23B.08.550 of the Washington Business
Corporation Act, or any other limitation which may hereafter be enacted, to the
extent such limitation may be disregarded if authorized by the Articles of
Incorporation, to the full extent and under all circumstances permitted by
applicable law.
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3. Any repeal or modification of this Article by the shareholders of this
corporation shall not adversely affect any right or any individual who is or was
a director of the corporation which existed at the time of such repeal or
modification.
ARTICLE XI
RIGHT TO AMEND ARTICLES OF INCORPORATION
This corporation reserves the right to amend or repeal any of the
provisions contained in its Articles of Incorporation in any manner now or
hereafter permitted by law, and the rights of the shareholders of this
corporation are granted subject to this reservation.
ARTICLE XII
BYLAWS
The Board of Directors shall have the power to adopt, amend, or repeal the
bylaws of this corporation, subject to the power of the shareholders to amend or
repeal such bylaws. The shareholders shall also have the power to adopt, amend
or repeal the bylaws of this corporation.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator was as follows:
Columbia Corporate Services, Inc.
701 Fifth Avenue, Suite 5701
Seattle, WA 98104
ARTICLE XIV
APPROVAL OF CERTAIN ACTIONS
Amendment of the articles of incorporation or the bylaws of the
corporation, approval of a plan of merger or share exchange, authorizing the
sale, lease, exchange or other disposition of all, or substantially all of the
corporation's property, authorizing dissolution of the corporation or any
increase in the authorized or issued capital stock of the Corporation (whether
pursuant to Article IV or otherwise), any cancellation, redemption or purchase
by the Corporation of any of its shares, any change in the rights attached to
any class of its shares; and any other reorganization of the corporation of any
nature shall require to be approved by each voting group entitled to vote
thereon by a simple majority of all the votes entitled to be cast by that voting
group.
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ARTICLE XV
SHAREHOLDER VOTING ON SIGNIFICANT CORPORATE ACTION
Any corporate action for which the Washington Business Corporation Act, as
then in effect, would otherwise require approval by either two-thirds vote of
the shareholders of the Corporation or by a two-thirds vote of one or more
voting groups shall be deemed approved by the shareholders or the voting
group(s) if it is approved by the affirmative vote of the holders of a majority
of shares entitled to vote or, if approval by voting groups is required, by the
holders of a majority of shares of each voting group entitled to vote
separately. Notwithstanding this Article, effect shall be given to any other
provision of these Articles of Incorporation that specifically requires a
greater vote for approval of any particular corporate action.
ARTICLE XVI
SHAREHOLDER ACTION BY WRITTEN CONSENT
Action required or permitted to be taken at a shareholders' meeting may be
taken without a meeting or a vote if the action is taken by shareholders holding
of record or otherwise entitled to vote in the aggregate not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote on the action were present and
voted. Non-consenting shareholders shall be given written notice of such action
at least five (5) days prior to the effective date of such action, unless a
greater period is required by law.
Dated this ______________ day of _________________, 2000.
EVOLUTION USA, INC.
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Gary Diamond
Secretary
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