RESTATED ARTICLES OF INCORPORATION
OF
PARKS AMERICA! INC.
We, the undersigned President and Secretary of Parks America! Inc. do
hereby certify:
That the board of directors and majority shareholders of said
corporation have by written consent, adopted resolutions to amend and
restate the Articles of Incorporation, and
That the number of shares of the corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is 21,584,017;
that said amendments have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon, and
That the primary purpose of the amendments is to change the name of
the corporation to Grand Slam Treasures, Inc.; and to expand the purpose
for which the Company is organized; and to add indemnification provisions;
and
That the text of Articles of Incorporation as amended to date reads as
herein set forth in full:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is
Grand Slam Treasures, Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in
the business of developing theme parks and marketing music and investing in
investments of all forms and nature and to engage in any and all other
lawful business.
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ARTICLE IV
CAPITALIZATION
The total number of shares of stock which the Corporation shall have
the authority to issue is one hundred million (100,000,000) shares,
consisting of Common Stock having a par value of $.001 per share.
ARTICLE V
REGISTERED OFFICE AND AGENT
The name and address of the corporation's registered agent and address
is The Corporation Trust Company of Nevada, 6100 Neil Road, No. 500, Reno,
Nevada 89511.
ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting
of such number of directors as shall be fixed the Corporation's bylaws. The
number of directors constituting the initial board of directors of the
corporation is two and the names and addresses of the directors are as
follows:
Name Address
Larry Eastland 220 East State Street
Eagle, Idaho 83616
Bob Klosterman 220 East State Street
Eagle, Idaho 83616
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as
a director or officer unless the act or omission involves intentional
misconduct, fraud, a knowing violation of law or the payment of an unlawful
dividend in violation of NRS 78.300.
<PAGE>
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who, at the request
of the Board of Directors of the Corporation, may serve or at any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it
was or may be a creditor, and their respective heirs, administrators,
successors and assigns, 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 by such persons in
connection with the defense or settlement of any claim, action, suit or
proceeding in which they, or any of them, are made parties, or a party, or
which may be asserted against them or any of them, by reason of being or
having been directors or officers of the Corporation, or of such other
corporation, except in relation to matters as to which any such director or
officer of the Corporation, or of such other corporation or former director
or officer or person shall be adjudged in any action, suit or proceeding to
be liable for his own negligence or misconduct in the performance of his
duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement,
vote of shareholder or otherwise.
DATED this _____ day of June, 2000.
GRAND SLAM TREASURES, INC.
formerly Parks America! Inc.
/s/
Larry Eastland
President
Attest:
/s/
Mark Stubbs
<PAGE>
STATE OF Washington
COUNTY OF
On June ___, 2000, personally appeared before me, a Notary Public,
Larry Eastland, who acknowledged that he executed the above document in his
capacity as President of Grand Slam Treasures, Inc. formerly Parks America!
Inc.
/s/
Notary Public
STATE OF Washington
COUNTY OF
On June ___, 2000, personally appeared before me, a Notary Public,
Mark Stubbs, who acknowledged that he executed the above document in his
capacity as Secretary of Grand Slam Treasures, Inc. formerly Parks America!
Inc.
/s/
Notary Public
