Exhibit 3.1
ARTICLES OF INCORPORATION
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OF
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BONUS STORES, INC.
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The undersigned incorporator(s), for the purpose of forming a corporation under
the Florida Business Corporation Act, hereby adopt(s) the following Articles of
Incorporation:
Article I
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The name of the corporation shall be: BONUS STORES, INC.
Article II
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The principal place of business and mailing address of this corporation shall
be: 2216 River Ridge Road, DeLand, Florida 32720.
Article III
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This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
Article IV
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The number of shares of stock that this corporation is authorized to have
outstanding at any one time is: 100 shares.
Article V
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The name and address of the initial registered agent is:
JIMMY A. SCHAFER
2216 River Ridge Road
DeLand, Florida 32720.
Article VI
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This corporation is to exist perpetually.
Article VII
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The name and street address of the incorporator to these Articles of
Incorporation is:
JIMMY A. SCHAFER
2216 River Ridge Road
DeLand, Florida 32720.
The undersigned incorporator has executed these Articles of Incorporation this
_____ day of March, 2000.
By:
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JIMMY A. SCHAFER
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CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OFFICE
PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE
UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA,
SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE/REGISTERED
AGENT, IN THE STATE OF FLORIDA.
1. The name of the corporation is: BONUS STORES, INC.
2. The name and address of the registered agent and office is:
JIMMY A. SCHAFER
2216 River Ridge Road
DeLand, Florida 32720.
Having been named as registered agent and to accept service of process for the
above stated corporation at the place designated in this certificate, I hereby
accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relating to the
proper and complete performance of my duties, and I am familiar with and accept
the obligations of my position as registered agent.
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(SIGNATURE) (DATE)
DIVISION OF CORPORATIONS
P. O. BOX 6327, TALLAHASSEE, FL 32314
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ARTICLES OF AMENDMENT
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OF
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ARTICLES OF INCORPORATION
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OF
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BONUS STORES, INC.
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Pursuant to Section 607.1006 of the Florida Business Corporation Act, Bonus
Stores, Inc., a Florida corporation, does hereby amend and restate its Articles
of Incorporation as follows:
1. The provisions of Article IV is amended in the entirety to provide as
follows:
ARTICLE IV
The amount of total authorized capital stock of this Corporation is
Twenty Million (20,000,000) shares of common stock having a par value of
$.001 per share. The Board of Directors of this Corporation is authorized
to prescribe, fix or alter the classes, series, designations, preferences,
voting powers, limitations and relative rights of each class or series of
this Corporation's stock and to determine and fix the consideration to be
paid for each share.
2. A new Article VIII has been adopted as a part of the Articles of
Incorporation, which new Article VIII provides as follows:
ARTICLE VIII
The Corporation reserves the right to amend, alter, change, repeal and
revise any of the provisions of this Corporation's Articles of
Incorporation in the manner now, or hereafter prescribed by statute and all
rights conferred on shareholders herein are granted subject to this
reservation.
3. The foregoing Articles of Amendment to Articles of Incorporation were
adopted unanimously by the Corporation's Board of Directors and shareholders on
the _____ day of __________, 2000. IN WITNESS WHEREOF, the undersigned have
executed these Articles of Amendment of Articles of Incorporation on the _____
day of __________, 2000.
By:
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Jimmy A. Schafer, President
By:
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Tryggvi Jonsson, Secretary
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me on this _____ day of
__________, 2000 by Jimmy A. Schafer and Tryggvi Jonsson, as President and
Secretary, respectively, for Bonus Stores, Inc., a Florida corporation.
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Notary Signature
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Notary Printed Signature
My Commission Expires:
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ARTICLES OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
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BONUS STORES, INC.
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Pursuant to Section 607.1006 of the Florida Business Corporation Act, Bonus
Stores, Inc., a Florida corporation, does hereby amend a portion of its Articles
of Incorporation as follows:
1. The provisions of Article IV are amended in the entirety to provide as
follows:
ARTICLE IV
Share Structure
4.01 The corporation is authorized to issue 25,000,000 shares divided into
two classes. The designation of each class, the number of shares of each class,
and the par value of the shares of each class are as follows:
Number of Par Value
Class Shares Per Share
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Common 20,000,000 $.001
Preferred 5,000,000 None
Preferred Shares in Series; First Series
4.02 The preferred shares shall be issued from time to time in series.
4.021 The first series shall be designated "Series A "Blank Check"
Preferred"; shall consist of 750,000 shares; shall not be entitled to receive
dividends; shall on any voluntary or involuntary liquidation, dissolution, or
winding up of the corporation receive a preferential amount of $4.00 a share;
and shall be convertible to common shares as provided in Paragraphs 4.09 through
4.13. The shares of the series shall otherwise be subject to the provisions of
this Article applicable to all series of the preferred shares, and additional
provisions with respect to the series shall be fixed by the Board of Directors
as provided in Paragraph 4.03.
Authority of Board of Directors to Fix Terms of Series
4.03 All preferred shares shall be of equal rank and identical, except in
the particulars that may be fixed by the Board of Directors as provided in this
Paragraph. Each share of the series shall be identical in all respects with the
other shares of the series, except as to the date from which dividends shall
cumulate. The Board of Directors is authorized and required to fix, in the
manner and to the full extent permitted by law, all provisions of the shares of
each series not otherwise set forth in these Articles as long as no provision is
inconsistent with the provisions of this Article. The Board of Directors shall
fix:
Designation of Series - Number of Shares
(a) The distinctive designation of each series and the number of shares
that constitutes each series, except the first series, the designation and
number of shares of which are set forth in Paragraph 4.021; provided, the number
of shares may be increased (except where otherwise provided by the Board of
Directors in its resolution creating the series).
Dividend Rates and Rights
(b) The annual rate of dividends payable on the shares of all series,
except the first series, the dividend rate of which is set forth in Paragraph
4.021, as well as the date from which dividends shall be cumulative on all
shares of any series issued before the record date for the first dividend on
shares of the series, and the dividend rights applicable to the shares of all
series.
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Redemption Price
(c) The redemption price or prices, if any, for the shares of each, any, or
all series.
Sinking Fund
(d) The obligation, if any, of the corporation to maintain a sinking fund
for the periodic redemption of shares of any series and to apply the sinking
fund to the redemption of the shares.
Voluntary and Involuntary Liquidation Preferences
(e) The amount payable on shares of each series in the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the affairs
of the corporation.
Conversion Rights
(f) The rights, if any, of the holders of shares of each series to convert
the shares into common shares and the terms and conditions of the conversion.
Voting Rights
(g) Any voting rights in matters other than those for which voting rights
are specifically provided in this article and any other preferences, relative,
participating, optional, or other special rights, and qualifications,
limitations, or restrictions on the shares.
Liquidation Preferences-Voluntary Dissolution
4.04 In the event of any voluntary liquidation, dissolution, or winding up
of the affairs of the corporation, then, before any distribution or payment
shall be made to the holders of the common shares, the holders of the preferred
shares shall be entitled to be paid in full the respective amounts fixed in
accordance with the provisions of Paragraph 4.03, together with accrued
dividends to the distribution payment date, whether or not earned or declared.
Involuntary Dissolution
4.05 In the event of any involuntary liquidation, dissolution, or winding
up of the affairs of the corporation, then, before any distribution or payment
shall be made to the holders of the common shares, the holders of the preferred
shares shall be entitled to be paid according to the amounts set pursuant to
Paragraph 4.03, together with accrued dividends to the distribution or payment
date, whether or not earned or declared.
Insufficient Assets
4.06 If, on any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the corporation, the assets of the corporation are
insufficient to permit full payment to the preferred shareholders as herein
provided, then the holders of any series of the preferred shares shall share
ratably in any distribution of assets in proportion to the full amounts to which
they would otherwise be respectively entitled.
Participation Rights Where Assets Sufficient
4.07 If, on any liquidation, dissolution, or winding up of the affairs of
the corporation, payment shall have been made in full to the holders of the
preferred shares, as provided in Paragraph 4.04 or 4.05, the remaining assets
and funds of the corporation shall be distributed equally to all outstanding
shares, preferred and common, share for share.
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Dissolution as Not Including Consolidation or Merger
4.08 Neither the consolidation or merger of the corporation, nor the lease
or conveyance of all or substantially all of its assets, shall be deemed a
liquidation, dissolution, or winding up of the affairs of the corporation within
the meaning of Paragraphs 4.04 through 4.07 or within the meaning of the
provisions of Paragraph 4.03.
Conversion Rights of First Series
4.09 The holder of any shares of the Series A "Blank Check" Preferred
Stock, may at any time one year from the initial public offering of the common
stock of the corporation or December 31, 2001, whichever is earlier, convert
said shares to common shares. On surrender at the office of the corporation or
office of the transfer agent of the shares of the certificate or certificates
for the preferred shares, duly endorsed to the corporation, the holder shall be
entitled to receive 1.3333 common shares for each preferred share so converted
on payment of transfer taxes, if any, on the common shares to be issued in
exchange for the preferred share.
Antidilution Provision
4.10 The number of common shares to be issued as provided in Paragraph 4.09
shall be adjusted by appropriate amendment of Paragraph 4.09 to take into
account any and all increases or reductions in the number of outstanding common
shares that may have accrued since the date of the first issuance of the initial
series by reason of a split, share dividend, merger, consolidation, or other
capital change or reorganization affecting the number of outstanding common
shares. The adjustment must fairly and equitably preserve so far as reasonably
possible the original conversion rights of the preferred shares. In addition,
when the adjustment is required, no notice of redemption shall be given until
the amendment and adjustment shall have been accomplished.
Fractional Shares
4.11 When required for a complete conversion of the preferred shares, the
corporation shall issue fractional shares, or certificates evidencing fractional
shares, computed to the nearest one-hundredth of a share, fractions of less than
one-hundredth of a share being disregarded, on such terms and subject to such
conditions as may be fixed by the Board of Directors. Fractional shares shall
entitle the holder to exercise fractional voting rights, to receive dividends
thereon, and to participate in any of the assets of the corporation in the event
of liquidation.
Cancellation of Converted Shares
4.12 The initial series of shares so converted shall not be reissued and
shall cease to be part of the authorized shares of the corporation.
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Reservation of Sufficient Common Shares for Conversion
4.13 The corporation shall at all times reserve and keep available out of
its authorized but unissued common shares, solely for the purpose of effecting
conversion of its initial series of shares, the full number of common shares
deliverable on conversion of all preferred shares from time to time outstanding.
Voting Rights
4.14 Except as otherwise provided in these articles or by law, the holders
of the common shares shall have exclusive voting rights and powers, including
the exclusive right to notice of shareholders' meetings.
2. The foregoing Articles of Amendment to Articles of Incorporation were
adopted unanimously by the Corporation's Board of Directors and shareholders on
the 13th day of December, 2000, to be effective on said date.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment of Articles of Incorporation on the 13th day of December, 2000.
By:
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Jimmy A. Schafer, President
STATE OF FLORIDA
COUNTY OF VOLUSIA
The foregoing instrument was acknowledged before me on this 13th day of
December, 2000 by Jimmy A. Schafer as President of Bonus Stores, Inc., a Florida
corporation.
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Notary Signature
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Notary's Printed Signature
My Commission Expires:
