AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
RXBIDS
ARTICLE I
NAME: The name of the corporation is “RxBids” (the “Corporation”).
ARTICLE II
RESIDENT AGENT NAME AND STREET ADDRESS: The name of the resident agent for service of process is Mack Bradley, located at 9050 West Warm Spring s Road, #12-2129, Las Vegas, Nevada 89148.
ARTICLE III
PURPOSE: The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK: Number of Shares- The total number of shares of authorized capital stock of the Corporation shall consist of One Hundred Ten Million (110,000,000) shares, designated as One Hundred Million (100,000,000) shares of common voting stock with a par value of one cent ($0.01) per share and Ten Million (10,000,000) shares of preferred stock with a par value of one cent ($0.01) per share.
Classes and Series - Per NRS 78.035, the Board of Directors is authorized to fix and determine in a resolution the classes, series and numbers of each class or series as provided in NRS 78.195 and 78.196, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the pertinent resolution or resolutions.
No Preemptive Rights - Holders of the common stock of the Corporation shall not have any preference, preemptive right or right of subscription to acquire any shares of the Corporation authorized, issued or sold, or to be authorized, issued or sold and convertible into shares of the Corporation, nor to any right of subscription thereto, other than to the extent, if any, that the Board of Directors may determine from time to time.
Non-Assessability - The common stock of the Corporation, after the amount of the subscription price has been paid, in money, property or services, as the Board of Directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS: Governing Board - The members of the Governing Board of the Corporation shall be styled as Directors.
Change in Number of Directors - The number of directors may be increased or decreased by a duly adopted amendment to the Bylaws of the Corporation or by a resolution representing all or a quorum of the Governing Board, pursuant to NRS 78.115.
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY: A director or officer of the Corporation shall not be personally liable to this Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for acts or omissions which involve fraud or a knowing violation of the law.
Any repeal, modification or amendment of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
Control Share Acquisiti ons: The provisions of NRS 78.378 to 78.3793, inclusive, are not applicable to the Corporation.
ARTICLE VII
INDEMNITY: Every person who was or is a party to, or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is a legal representative is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against any and all expenses, liability or loss (including attorney's fees, judgments, fines and amo unts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. 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. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provi sion of law or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the stockholders or Board of Directors may adopt bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was an officer or director of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would otherwise have the power to indemnify such person.
ARTICLE VIII
AMENDMENTS: Except with respect to amending the non-assessability of shares per Article IV, this Corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation or its Bylaws in the manner now or hereafter prescribed by statute or by these Amended and Restated Articles of Incorporation or by the corporation's Bylaws, and all rights conferred upon the stockholders are granted subject to this reservation.
AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE CORPORATION’S NAME: The Board of Directors, without the approval of the stockholders, may amend the Articles of Incorporation to change the name of the Corporation to any name that conforms with any business or industry that the Board of Directors determines that the Corporation shoul d engage in or which conforms with the name or
names of any properties, businesses or companies acquired by the Corporation.
RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES: The Board of Directors, without the approval of the stockholders, may adopt any re-capitalization affecting the outstanding securities of the Corporation by effecting a forward or reverse split of all of the outstanding securities of the Corporation, with appropriate adjustments to the Corporation’s capital accounts.
ARTICLE IX
POWERS OF DIRECTORS: In furtherance and not in limitation of the powers conferred by statute, the Board o f Directors is expressly authorized:
1)
Subject to the Bylaws, if any, adopted by the stockholders, to make, alter, or repeal the Bylaws of the Corporation;
2)
To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the Corporation;
3)
To authorize the guaranty by the Corporation of securities, evidences of indebtedness and obligations of other persons, corporati ons and business entities;
4)
To set apart out of any of the funds of the Corporation available for distributions a reserve or reserves for any proper purpose and to abolish any such reserve;
5)
By resolution, to designate one or more committees, each committee to consist of at least one director of the Corporation, which, to the extent provided in the resolution or the Bylaws 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 or names as may be determined from time to time by resolution adopted by the Board of Directors; and
6)
To authorize the Corporation by its officers or agents to exercise all such powers to do all such acts and things as may be exercised or done by the Corporation, except and to the extent that any such statute shall require action by the stockholders of the Corporation with regard to the exercising of any power or the doing of any such act or thing.
In addition to the powers and authorities herein or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise provided herein and by law.
IN WITNESS WHEREOF, by order of the Board of Directors, the President has signed these Amended and Restated Articles of Incorporation under penalty of perjury this 6 day of Oct., 2010 with an effective date of Nov. 11, 2010.
/s/ Mack Bradley
Mack Bradley, President
