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EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
OF
AMERALIA, INC.
The following sets forth the Restated Articles of Incorporation of
AmerAlia, Inc. (the "Company") pursuant to Section 16-10a-1007 of the Utah
Business Corporation Act. These Restated Articles of Incorporation do not
contain any amendments and were adopted by Consent of the Board of Directors of
the Company without shareholder action. Shareholder action was not required.
ARTICLE I
NAME
The name of this corporation is AmerAlia, Inc.
ARTICLE II
DURATION
The duration of this corporation is perpetual.
ARTICLE III
PURPOSES
The purpose or purposes for which this corporation is organized are:
A. To engage in any lawful act or activity for which the corporation
may be organized under the general corporation law of Utah.
B. To engage in research and development, purchase, sale, import,
export, license, distribution, design, manufacture, or rental of any product,
machine, apparatus, appliance, merchandise, and property of any kind and
description, ideas, systems, procedures, and services of any nature including
without limiting the generality of the foregoing, all types of products which
possess an internal intelligence for recognizing and correlating any type of
data or information to be processed, pattern interpretation, recognition, and
memory systems, and equipment, optical scanning, analog, and digital computers,
components of all types of electrical, mechanical, electro mechanical, and
electric products and systems such as for analysis of visual, radar, sonar or
other imputs for recognition and identification of voice elements and magnetic
storage drums. To establish, maintain, and conduct training schools, courses and
programs in connection with the purchase, sale, import, license, distribution,
design, manufacture, or rental of machines, apparatus, appliances and
merchandise, and of articles required in the use thereof or used in connection
therewith.
C. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated or which at any time may appear conducive to or
expedient for the protection or benefit of this corporation and to do said acts
as fully and to the same extent as natural persons might or could do in any part
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of the world as principles, agents, partners, trustees or otherwise, either
alone or in conjunction with any other person, association or corporation.
ARTICLE IV
STOCK
A. Capital Stock.
(1) Increase in Authorized Capital Stock. The authorized capital stock
of the corporation and the par value shall be, and hereby is increased to be:
100,000,000 shares of common stock, $.01 par value; and
1,000,000 shares of preferred stock, $.05 par value.
(2) Authority to Issue Preferred Stock. The shares of preferred stock
may be divided into and issued in one or more series. The Board of Directors has
the authority to divide any or all of the class of preferred stock into one or
more series and, within the limitations set forth in the Utah Business
Corporation Act, the Board of Directors may fix and determine the relative
rights and preferences of the shares of any series so established.
(3) Series E Cumulative Convertible Preferred Stock. On 27 October
1997, by resolution, the Board of Directors established the "Series E Cumulative
Convertible Preferred Stock" which has the following rights and preferences:
(i) The series shall consist of 3, 500 shares of Series E Cumulative
Convertible Preferred Stock (the "Series E Preferred Stock").
(ii) The Series E Preferred Stock shall have liquidation preference and
purchase price equal to $1,000 per share plus any accrued but unpaid
dividends which shall be paid prior to any distribution on liquidation
to holders of common stock of the Company.
(iii) The Series E Preferred Stock shall be entitled to a dividend
preference of 10% of its liquidation preference per year, payable
quarterly to all holders of record commencing 31 December, 1997 (the
"Dividend Record Date") when, as, and if declared by the Board of
Directors out of funds legally available therefor, which if not paid
shall be cumulative. The dividend preference shall be paid in common
stock of the Company, valued at $1.00 per share, through period ending
31 October, 2000.
(iv) The Series E Preferred Stock and any accrued and unpaid dividends
under Paragraph (111) above shall have no preferential voting rights,
except that it shall be entitled to as many votes per share on all
matters as to which holders of common stock have the right to vote as
the number of shares of common stock into which the Series E Preferred
Stock shall be convertible pursuant to Paragraph (v) below.
(v) The series E Preferred Stock shall be converted into common stock
at the option of
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the holder on the basis of 1,000 shares of common stock for each share
of Series E Preferred Stock. The applicable conversion ratio shall be
proportionately adjusted for the effect of any stock splits, reverse
stock splits, or stock dividends. Fractional shares will not be issued
upon the conversion of Series E Preferred Stock; the Company will pay
each holder the cash value of any otherwise issuable fractional shares.
Any such conversion must occur on or before 31 October, 2000.
(vi) The Series E Preferred Stock and any portion thereof, shall be
redeemable at $1,000 per share plus any accrued but unpaid dividends at
the option of the Company at any time upon giving six months notice to
the holders of the shares of Series E Preferred Stock to be redeemed,
but only of the holder fails to exercise the conversion rights
described in the preceding paragraph prior to the date of redemption.
The Company may redeem all or any portion of the outstanding shares of
Series E Preferred Stock at any time, in the sole discretion of the
Board of Directors.
(vii) If the holder converts the Series E Preferred Stock to common
stock (the "Underlying securities") and if at any time, or from time to
time, thereafter the Company shall register any secondary offering of
its common stock by selling stockholders pursuant to a registration
statement under the 1933 Act (provided such registration statement is
not on Form S-4, S-8, or other inappropriate Form): (a) the Company
shall notify the holders of the Underlying Securities in writing not
less than 30 days prior to filing such Registration Statement with the
Securities and Exchange Commission, and (b) the holders of the
Underlying Securities therewith by notifying the Company in writing
within 15 days of receipt of the Company's notice, requesting
registration of such Underlying Securities and setting forth the
intended method of distribution and such other date or information as
the Company or its counsel shall reasonably require. Such registration
shall be without cost to the holders of the Underlying Securities
except for their own counsel fees, sales commissions, and other
expenses that may be incurred by the holders.
In each instance in which the Company shall take any action to permit a
public offering or sale or other distribution of the Underlying
Securities: (a) the holders shall provide the Company information
regarding the holder and its plan of distribution required to be
included in said registration statement, and (b) the Company and the
holder of the Underlying Securities shall enter into mutual
indemnification agreements related to the registration statement. In
the event the company accomplishes a reorganization using a
registration statement on Form S-4, the Company will use its best
efforts to structure the reorganization so that any of the Underlying
Securities converted prior to the effective date of such reorganization
will be registered on Form S-4.
ARTICLE V
AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote on each such amendment.
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ARTICLE VI
SHAREHOLDER RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation and
cumulative voting is denied.
ARTICLE VII
CAPITALIZATION
This corporation will not commence business until at least $1,000.00
has been received by it as consideration for the issuance of shares.
ARTICLE VIII
INITIAL OFFICE AND AGENT
Intentionally omitted as no longer being applicable.
ARTICLE IX
DIRECTORS
The number of directors constituting the initial Board of Directors of
the corporation is three.
ARTICLE X
INCORPORATION
Intentionally omitted as no longer being applicable.
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATION
No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of its directors are directors or officers or are financially
interested, shall be either void or voidable because of such relation or
interest, or because such director or directors are present at the meeting of
the Board of Directors, or a committee thereof which authorizes, approves or
ratifies such contract or transaction, or because his or their votes are counted
for such purpose if: (a) the fact of such relationship or interest is disclosed
or known to the Board of Directors or committee which authorizes, approves, or
ratifies this contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent; or (c) the contract or
transaction is fair and reasonable to the corporation.
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ARTICLE XII
LIABILITY OF DIRECTORS
Nor director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 16-10-44 of the Utah Business Corporation Act or any amendment thereto
or successor provision thereto, and except for any matter in respect of which
such director shall be liable by reason that the director (i) has breached his
duty of loyalty to the corporation or its shareholders, (ii) has not acted in
good faith or, in failing to act, has not acted in good faith, (iii) has acted
in a manner involving intentional misconduct or a knowing violation of law or,
in failing to act, has acted in a manner involving intentional misconduct or a
knowing violation of law, or (iv) has derived an improper personal benefit.
Neither the amendment nor repeal of this Article XII, nor the adoption of any
provisions of the Articles of Incorporation inconsistent with this Article XII,
shall eliminate or reduce the effect of this Article XII in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article XII, would accrue or arise prior to such amendment, repeal or adoption
of an inconsistent provision.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.
Dated this 25th day of September, 2000
/s/ Robert van Mourik
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Robert van Mourik, Executive Vice
President
STATE OF COLORADO )
) ss
COUNTY OF )
I hereby certify that on the ______ day of _______________, 2000 Robert
van Mourik, personally appeared before me who, being first duly sworn, severally
declared that he is the Executive Vice President of AmerAlia, Inc., and that the
statements therein contained are true.
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Notary Public
Residing in:
My commission expires:
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