Exhibit 3.1 Restated Articles of Incorporation.
RESTATED
ARTICLES OF INCORPORATION
OF
CAPITAL DEVELOPMENT GROUP, INC.
The undersigned person of the age of eighteen (18) years or more under
the Oregon Business Corporation act adopts the following Restated Articles of
Incorporation.
ARTICLE I.
The name of this Corporation is Capital Development Group, Inc. and its
duration shall be perpetual.
ARTICLE II.
The purpose for which this Corporation is organized is to engage in any
lawful activity for which the corporations may be organized under the Oregon
Business Corporation Act.
ARTICLE III.
3.1 Authorized Stock. The authorized stock of this Corporation shall consist of
31,000,000 shares of stock, divided into two classes as follows:
3.1.1 Common Stock. One class shall be Common Stock and shall consist
of 30,000,000 of the authorized shares, each share having a par value of
$0.0001. Each share of Common Stock shall be entitled to one vote on each issue
submitted to a vote of the shareholders and to one vote in each election of
directors, in each case subject, nevertheless, to the rights, privileges,
preferences and limitations of the shares of Preferred Stock outstanding from
time to time.
3.1.2 Preferred Stock. One class shall be Preferred Stock and shall
consist of 1,000,000 of the authorized shares, each share having a par
value of $0.0001. The Preferred Stock shall be issued in such series as
may be designated from time to time by, and the rights, privileges,
preferences and limitations of each series so designated shall be
specified by the board of directors, filed with the Secretary of State
from time to time in a Certificate of Designation of the Powers,
Limitations and Relative Rights (or similar instrument) covering all
such series. Unless specifically stated to the contrary in such
certificate, each Certificate of Designation of the Powers, Limitations
and Relative Rights (or similar instrument) shall supersede the
previously filed instrument in its entirety.
3.2 Residual Rights of the Common Stock. Except to the extent specific rights,
privileges, preferences and limitations are specifically granted to shares of
one or more series of Preferred Stock by this Article III or by the board of
directors exercising the authority granted by this Article III, all rights and
privileges of the equity ownership of the Corporation shall be vested in the
outstanding shares of Common Stock.
ARTICLE IV.
The address of the initial registered office of the Corporation is 1300
S.W. Fifth Avenue, Suite 2300, Portland, Oregon 97201, and the name of its
initial registered agent at such address is DWT Oregon Corp. Any notices
required by the Oregon Business Corporation Act to be sent to the Corporation
may be sent to the registered agent at the above address until the principal
office of the Corporation has been designated in an annual report.
ARTICLE V.
5.1 Indemnity.
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(a) The Corporation shall indemnify, to the fullest extent
provided in the Oregon Business Corporation Act, any director or
officer who was or is a party or is threatened to be made a party to
any proceeding by reason of or arising from the fact that he is or was
a director or officer of the Corporation. The determination and
authorization of indemnification shall be made as provided in the
Oregon Business Corporation Act.
(b) The Corporation shall pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding as
provided in the Oregon Business Corporation Act.
(c) The indemnification referred to in the various sections of
this Article shall be deemed to be in addition to and not in lieu of
any other rights to which those indemnified may be entitled under any
statute, rule of law or equity, agreement, vote of the shareholders or
board of directors or otherwise.
5.2 Limitation of Liability. The liability of the directors of the Corporation
for monetary damages for conduct as a director shall be eliminated to the
fullest extent permissible under the Oregon Business Corporation Act, except
that this provision shall not eliminate or limit the liability of a director
for:
(a) Any breach of the director's duty of loyalty to the
Corporation or its stockholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) Any unlawful distribution under ORS 60.367; or
(d) Any transaction from which the director derives an
improper personal benefit.
I, the undersigned president, declare under penalty of perjury that I
have examined the foregoing and to the best of my knowledge and belief, it is
true, correct and complete.
Effective the _____ day of August, 2000.
Michael P. Vahl, President
