RESTATED
ARTICLES OF INCORPORATION
OF
GOURMET GROUP, INC.
This is to certify that I, the undersigned, do hereby restate the
Articles of Incorporation, as amended, of Seair Group, Inc. (the "Corporation")
in and by virtue of the provisions of the Nevada Business Corporation Act and
under the provisions of ss. 78.385 et seq., Nevada Revised Statutes,
(hereinafter referred to as the "N.R.S.").
The Board of Directors of Seair Group, Inc. adopted resolutions
setting forth the proposed amendments to the Articles of Incorporation and
recommending the adoption thereof and the restatement of the Articles of
Incorporation by the stockholders of the Corporation in accordance with the
applicable provisions of N.R.S. The amendments and restatement were duly adopted
in accordance with the provisions of N.R.S. 78.320 upon the consent of holders
of 1,809,815 shares of common stock representing a majority or 64.9 % of the
2,787,747 shares outstanding and entitled to vote at the time thereof.
ARTICLE I
NAME
The name of the Corporation is Gourmet Group, Inc.
ARTICLE II
PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 1 Chisolm
Trail, Buda, Texas 78610 and/or such other place as the directors shall
designate.
ARTICLE III
DURATION
This period of duration of the Corporation is perpetual.
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ARTICLE IV
PURPOSES AND POWERS
The Corporation shall be empowered to do each and everything
necessary, suitable or proper for the accomplishment of any legitimate corporate
and business purpose or which may at any time appear conducive, expedient or
necessary for the protection or benefit of this Corporation, and to do such acts
as natural persons might or could do, in any part of the world as principals,
agents, partners, trustees or otherwise, either alone or in conjunction with any
other person, association or corporation.
The foregoing clauses shall be construed as powers as well as
objectives and purposes and the matters expressed in each clause shall, unless
herein otherwise expressly provided, be in no way limited by reference to or
interference from the terms of any other clause, but shall be regarded as
independent objectives, purposes and powers, and shall not be construed to limit
or restrict in any manner the meaning of the general terms or the general powers
of the Corporation, nor shall the expression of one thing be deemed to exclude
another not expressed, although it may be of like nature. The Corporation shall
have all of the additional powers and rights as provided within the N.R.S. The
Corporation shall have all of the additional powers and rights as provided
within the N.R.S.
ARTICLE V
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall have
authority to issue is 50,000,000 shares, having a par value of $0.001 (1 mil)
per share. The stock shall be designated as Class "A" voting common stock and
shall have the same rights and preferences. The common stock shall not be
divided into classes and may not be issued in series. Fully paid stock of this
Corporation shall not be liable for any further call or assessment.
ARTICLE VI
PRE-EMPTIVE RIGHTS
No stockholder of the Corporation shall, because of his ownership of
stock, have a pre-emptive or other right to purchase, subscribe for or take part
of any of the notes, debentures, bonds or other securities convertible into or
carrying options for warrants to purchase stock of the Corporation issued,
optioned or sold by it after its incorporation, except as may be otherwise
stated in these Articles of Incorporation. Any part of the capital stock and any
part of the notes, debentures, bonds or other securities convertible into or
carrying options or warrants to purchase stock of the Corporation authorized by
these Articles of Incorporation or by an amended certificate of said Articles
duly filed, may at any time be issued, optioned for sale and sold or disposed of
by the Corporation pursuant to the resolution of its Board of Directors to such
person, persons or organizations and upon such terms as the Board of Directors
deem proper, without first offering such
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stock or securities or any part thereof to existing stockholders, except as
required in Article V of these Articles of Incorporation.
ARTICLE VII
VOTING OF SHARES
Each outstanding share of the Class "A" common stock of the
Corporation shall be entitled to one vote on each matter submitted to a vote at
a meeting of the stockholders. Each shareholder shall be entitled to vote his or
its shares in person or by proxy, executed in writing by such shareholder or by
its duly authorized attorney in fact. At each election for directors, every
shareholder entitled to vote at such election shall have the right to vote in
person or by proxy, the number of shares owned by him or it for as many persons
as there are directors to be elected and for whose election he or it has the
right to vote, but the shareholder shall have no right, whatsoever, to
accumulate his or its votes with regard to such election.
ARTICLE VIII
DIRECTORS
The governing board of this Corporation shall be called directors, and
the number of directors may from time to time be specified by the By-laws of the
Corporation at no less than one, nor more than fifteen. When the By-laws do not
specify the number of directors, the number of directors shall be three (3), or
equal to the number of shareholders should there be less than three initial
shareholders.
ARTICLE IX
ACQUISITION OF A CONTROLLING INTEREST
The Corporation expressly elects not to be subject to or governed by
N.R.S. 78.378 to 78.3793, inclusive, as amended from time to time, relating to
an acquisition of a controlling interest.
ARTICLE X
COMBINATIONS WITH INTERESTED SHAREHOLDERS
The Corporation expressly elects not to be subject to or governed by
N.R.S. 78.411 to 78.444, inclusive, as amended from time to time, relating to
combinations with interested stockholders.
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The undersigned does make this Restated Articles of Incorporation
pursuant to the Nevada Business Corporation Act this 19th day of September,
2000.
/s/ Steven H. Kerr
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Steven H. Kerr, President and Secretary
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