EXHIBIT 3(A)
FILED FILING FEE: $100.00 DF C12863
IN THE OFFICE OF THE CT CORPORATION SYSTEM/EUGENE A.
WALLACE
SECRETARY OF STATE OF THE 811 DALLAS AVE.
STATE OF NEVADA HOUSTON, TX 77002
MAY 30 1991 SENT TO CT RENO OFFICE
CHERYL A LAU SECRETARY OF STATE
No. 496-91
RESTATED ARTICLES OF INCORPORATION
OF
GREENWAY ENVIRONMENTAL SYSTEMS, INC.
Greenway Environmental Systems, Inc., a corporation of the
State of Nevada, by its chairman/president and secretary does
hereby certify:
FIRST:
That the Original Articles of Incorporation of Greenway
Environmental Systems, Inc. were filed by the Secretary of State
on the 23rd day of January, 1991.
SECOND:
That a Board of Directors at a meeting held on the 10th day
of May, 1991, passed a resolution declaring that the following
changes in the articles of incorporation are advisable, and
calling a meeting of the stockholders to take action thereon:
RESOLVED that the following Articles are amended to read as
follows:
1. The amount of the total authorized capital stock
of the Corporation is amended by this Restated
Certificate of Incorporation to be as provided in
Article V hereinbelow.
2. The purposes of the Corporation are amended by
this Restated Certificate of Incorporation as
provided in Article IV hereinbelow.
3. The Certificate of Incorporation of the
Corporation is amended by this Restated
Certificate of Incorporation to include the
following:
(i) provisions with respect to the authorized
capital stock as provided in Article V
hereinbelow;
(ii) provisions with respect to liability
insurance contained in Article X hereinbelow;
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(iii) provisions with respect to limitation of
personal liability contained in Article XI
hereinbelow;
(iv) provisions with respect to indemnification of
directors contained in Article XII hereinbelow.
THIRD:
The amendments and restatement of the Certificate of
Incorporation have been duly adopted in accordance with the
Corporation Law of the State of Nevada by an affirmative vote of
the holders of a majority of all outstanding shares entitled to
vote, so that the same shall read as follows and so that the
following amended articles shall in all respects take the place
of the original articles of incorporation of this corporation and
any all amendments thereto:
ARTICLE I
NAME
The name of the Corporation is Greenway Environmental Systems,
Inc.
ARTICLE II
DURATION
The Corporation is to have perpetual existence.
ARTICLE III
REGISTERED OFFICE AND AGENT
The principal office of the Corporation in the Nevada is
located at One East First Street, Reno, Washoe County, Nevada
89501. The name and address of its resident agent is The
Corporation Trust Company of Nevada, One East First Street, Reno,
Nevada 89501.
ARTICLE IV
PURPOSES
The nature of the business, or objects or purposes proposed to be
transacted, promoted or carried on are:
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To engage in any lawful activity and to manufacture,
purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise
and personal property of every class and description.
To hold, purchase and convey real and personal estate and to
mortgage or lease any such real and personal estate with its
franchises and to take the same by devise or bequest.
To acquire, and pay for in cash, stock or bonds of this
Corporation or otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or any part
of the obligations or liabilities of any person, firm,
association or corporation.
To acquire, hold, use, sell, assign, lease, grant license in
respect of, mortgage, or otherwise dispose of letters patent
of the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements and
processes, copyrights, trade-marks and trade names, relating
to or useful in connection with any business in this
Corporation.
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of the shares of the
capital stock or of any bonds, securities or evidences of
the indebtedness created by any other corporation or
corporations of this state, or any other state or
government, and, while owner of such stock, bonds,
securities or evidences of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the
right to vote, if any.
To borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its
corporate rights, privileges or franchises, or for any other
lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at
specified time or times, or payable upon the happening of a
specified event or events, whether secured by mortgage,
pledge, or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any
other lawful objects.
To purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital
surplus, surplus, or other property or funds; provided it
shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any
impairment of its capital; and provided further, that shares
of its own capital stock belonging to it shall not be voted
upon, directly or indirectly, nor counted as outstanding,
for the purpose of computing any stockholders' quorum or
vote.
To conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in
this state, and in any of the several states, territories,
possessions and dependencies of the United States, the
District of Columbia, and in any foreign countries.
To do all and everything necessary and proper for the
accomplishment of the objects hereinbefore enumerated or
necessary or incidental to the protection and benefit of the
Corporation, and, in general, to carry on any lawful
business necessary or incidental to the attainment of the
objects of the Corporation, whether or not such business is
similar in nature to the objects hereinbefore set forth.
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The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise
limited or restricted by reference to, or inference from,
the terms of any other clause in these Articles of
Incorporation, but the objects and purposes specified in
each of the foregoing clauses of this article shall be
regarded as independent objects and purposes.
ARTICLE V
CAPITAL STOCK
The amount of the total authorized capital stock of the
Corporation is Fifty Five Thousand ($55,000) Dollars consisting
of Fifty Million (50,000,000) shares of common stock of the par
value of one thousandth of one ($.001) Dollar each and Five
Million (5,000,000) shares of Preferred Stock of the par value of
one thousandth of one ($.001) Dollar each.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the
Preferred Stock shall be as follows:
1. The Board of Directors is expressly authorized at any time,
and from time to time, to provide for the issuance of shares
of Preferred Stock in one or more series, with such voting
powers, full or limited, number of votes per share, or
without voting powers, and with such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in
the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not
stated and expressed in this Certificate of Incorporation,
or any amendment thereto, including (but without limiting
the generality of the foregoing) the following:
(a) the designation of and number of shares constituting
such series;
(b) the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
preference or relation which such dividends shall bear
to the dividends payable on any other class or classes
or of any other series of capital stock, and whether
such dividends shall be cumulative or non-cumulative;
(c) whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to
such redemption, the times, prices and other terms and
conditions of such redemption;
(d) the terms and amount of any sinking fund provided for
the purchase or redemption of the shares of such
series;
(e) whether or not the shares of such series shall be
convertible into or exchangeable for shares of any
other class or classes or of any other series of any
class or classes of capital stock of this Corporation,
and, if provision be made for conversion or exchange,
the times, prices, adjustments, and other terms and
conditions of such conversion or exchange;
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(f) the extent, if any, to which the holders of the shares
of such series shall be entitled to vote as a class or
otherwise with respect to the election of the directors
or otherwise;
(g) the restrictions, if any, on the issue or reissue of
any additional Preferred Stock; and
(h) the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of
assets of, the Corporation.
2. Except as otherwise required by law and except for such
voting powers with respect to the election of directors or
other matters as may be stated in the resolutions of the
Board of Directors creating any series of Preferred Stock,
the holders of any such series shall have no voting power
whatsoever.
No stockholder, as such, of the Corporation shall have any pre-
emptive or preferential right or entitlement to purchase,
subscribe for, or acquire any shares of capital stock of the
Corporation or any security convertible into shares of capital
stock of the Corporation hereafter issued.
ARTICLE VII
NO ASSESSABLE STOCK
The capital stock, after the amount of the subscription price or
par value has been paid in, shall not be subject to assessment to
pay the debts of the Corporation.
ARTICLE VIII
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders, to
make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in, to authorize and cause to be
executed mortgages and liens upon the real and personal property
of this Corporation.
By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of
one or more of the directors of the Corporation, which, to the
extent provided in the resolution or in the By-Laws of the
Corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name and names as may be stated in the
By-Laws of the Corporation or as may be determined from time to
time by resolution adopted by the board of directors.
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When and as authorized by the affirmative vote of stockholders
holding stock entitling them to exercise at least a majority of
the voting power given at a stockholders' meeting called for that
purpose, or when authorized by the written consent of the holders
of at least a majority of the voting stock issued and
outstanding, the board of directors shall have power and
authority at any meeting to sell, lease or exchange all of the
property and assets of the Corporation, including its good will
and its corporate franchises, upon such terms and conditions as
its board of directors deem expedient and (or the best interests
of the Corporation.
ARTICLE IX
MEETINGS
Meetings of stockholders may be held outside the State of Nevada,
if the By-Laws so provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside
the State of Nevada at such place or places as may be designated
from time to time by the board of directors or in the By-Laws of
the Corporation.
ARTICLE X
LIABILITY INSURANCE
1. This Corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the Corporation has the authority to indemnify him against such
liability and expenses.
2. The other financial arrangements made by the Corporation
pursuant to subsection 1 of this Article X may include the
following:
(a) The creation of a trust fund.
(b) The establishment of a program of self-insurance.
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any
assets of the Corporation.
(d) The establishment of a letter of credit, guaranty or
surety.
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No financial arrangement made pursuant to this subsection may
provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or
indemnification ordered by a court.
3. Any insurance or other financial arrangements made on behalf
of a person pursuant to this Article X may be provided by the
Corporation or any other person approved by the board of
directors, even if all or part of the other person's stock or
other securities is owned by the Corporation.
4. In the absence of fraud:
(a) The decision of the board of directors as to the
propriety of the terms and conditions of any insurance
or other financial arrangement made pursuant to this
Article X may be provided by the Corporation or any
other person approved by the board of directors, even
if all or part of the other person's stock or other
securities is owned by the Corporation.
(b) The insurance or other financial arrangement:
(1) Is not void or voidable; and
(2) Does not subject any director approving it to
personal liability for his action,
even if a director approving the insurance or other
financial arrangements is a beneficiary of the
insurance or other financial arrangement.
ARTICLE XI
LIMITATION OF PERSONAL LIABILITY
A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 78.300 of the
Nevada Revised Statutes, or (iv) for any transaction from which
the director derived an improper personal benefit.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS
1. This Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or
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in the right of the Corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorney's fees, judgments, fines and amounts
paid in settlement actually and reasonable incurred by him in
connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
2. This Corporation may also indemnify any person who was or is
a parry or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement
and attorneys' fees actually and reasonable incurred by him in
connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonable
believed to be in or not opposed to the best interests of the
Corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the Corporation or for amounts paid in settlement to
the Corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case the person is fairly and reasonable
entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of
this Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections 1 and 2 of this Article XII, or in defense of any
claim, issue or matter therein, he must be indemnified by the
Corporation against expenses, including attorney's fees, actually
and reasonable incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2 of this
Article XIII, unless ordered by a court or advanced pursuant to
subsection 5 of this Article XII, must be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must he made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the
act, suit or proceeding;
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(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written
opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written
opinion.
5. The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding must be paid by
the Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
Corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to any provisions of this
Article XII:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may
be entitled under the certificate or Articles of
Incorporation or any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise,
for either an action in his official capacity or an
action in another capacity which holding his office,
except that indemnification, unless ordered by a court
pursuant to subsection 2 of this Article XII or for the
advancement of expenses made pursuant to subsection 5
of this Article XII, may not be made to or on behalf of
any director or officer if a final adjudication
establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a
person.
7. For purposes of this Article XII, references to "the
Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article
XIII with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.
8. For purposes of this Article XII, references to "other
enterprises" shall include employee benefit plans; references to
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"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article XII.
ARTICLE XIII
AMENDMENTS
This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation,
in the manner now or hereafter prescribed by statute, or by the
Articles of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, the said Greenway Environmental Systems,
Inc. has caused this certificate to be signed by its
Chairman/President and Its Assistant Secretary and its corporate
seal hereto affixed this 21st day of May, 1991.
By:
---------------------------
Chairman/President
L. Dean Cambron
(SEAL)
By:
----------------------------
Assistant Secretary
STATE OF TEXAS )
)
COUNTY OF HARRIS )
On May 22, 1991 personally appeared before me, a Notary
Public, L. Dean Cambron and Greg Cambron, who acknowledged that
they, executed the above instrument.
-------------------------------
Notary Public
(SEAL)
LOREA GUZMAN
Notary Public in and for State
of Texas
My Commission Expires 9-26-92
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