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.
<PAGE>
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.
<PAGE>
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.
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.
------------------------------
Larry Eastland
President
Attest:
-------------------------
Mark Stubbs
<PAGE>
STATE OF ______________ )
)
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.
---------------------------
Notary Public
STATE OF _____________ )
)
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.
--------------------------
Notary Public
