AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PR COMPLETE HOLDINGS, INC.,
A Nevada corporation
ARTICLE I
NAME
The name of the corporation is YesDTC, Inc. (the "Corporation").
ARTICLE II
RESIDENT AGENT AND.REGISTERED OFFICE
The name and address of the Corporation's resident agent for service of process is National Corporate Research, Ltd., 202 South Minnesota Street, Carson City, NV 89703 (County of Carson City).
ARTICLE III
CAPITAL STOCK
3.01 Authorized Capital Stock. The total number of shares of stock this Corporation is authorized to issue shall be one billion (1,000,000,000) shares. This stock shall be divided into two classes to be designated as "Common Stock" and "Preferred Stock."
3.02 Common Stock The total number of authorized shares of Common Stock shall be nine hundred million (900,000,000) shares with par value of $0.0001 per share.
3.03 Preferred Stock The total number of authorized shares of Preferred Stock shall be one hundred million (100,000,000) shares with par value of $0.0001 per share, The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:
(a) Whether or not the class or series shall have voting rights, tall or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;
(b) The number of shares to constitute the class or series and the designation thereof;
(c) The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereot if any, with respect to any class or series;
(d) Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;
(e) Whether or not the shares of a class or series shill be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;
(f) The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be amrelative or nonecuntdative, and if cumulative, the date or dates from which such dividends shall se:aim/date;
(g) The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;
(h) Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and
(i) Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.
The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the Artie/as of Incorporation have voted in favor of the amendment is: a majority.
ARTICLE IV
DIRECTORS
The number of directors comprising the board of directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Coipolation, except that at no time sh$41I there be less than one director.
ARTICLE V
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Revised Statutes ("NRS").
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY
The individual liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the NRS, as the same may be amended and supplemented. Any repeal or modification of this Article by the stockholders of the Corporation 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.
ARTICLE VII
INDEIVINITY
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, attntinistrative or investigative, by reason of the fact that he, or a person of whom he is the 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 from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts 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, provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the 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 behaff of any person who is or was a director or officer 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 enterprises 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 have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
Dated: November 24, 2009
| | /s/ Chrissy Ablice | |
| | Chrissy Ablice | |
| | President | |
| ROSS MILLER Secretary of State 204 North Carson Street, State 1 Carson City, Nevada 89701-4069 (775) 684-5708 Website: www.nvsos.gov |
Registered Agent Acceptance (PURSUANT TO NRS 77.310) |
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This form may be submitted by: a Commercial Registered Agent, Noncommercial Registered Agent or Represented Entity. For more Information please visit http://www.nvos.gov/business/forms/ra.asp |
USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE FOR OFFICE USE ONLY |
Certificate of Acceptance of Appointment by Registered Agent
In the matter of | YesDTC, inc. |
| Name of Represented Susi:test Entity |
I, | National Corporate Research, Ltd. | am a |
| Name of Appointed Registered Agent OR Represented Entity Serving as Own Agent | |
(complete only one)
a) | þ | commercial registered agent listed with the Nevada Secretary of State, |
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b) | o | noncommercial registered agent with the following address for service of process: |
| | | | | Nevada | | |
| Street Address | | City | | | | Zip Code |
| | | | | Nevada | | |
| Mailing Address (if different from Street Address) | | City | | | | Zip Code |
c) | o | represented entity accepting own service of process at the following address: |
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| Title of Office or Position of Person in Represented Entity |
| | | | | Nevada | | |
| Street Address | | City | | | | Zip Code |
| | | | | Nevada | | |
| Mailing Address (if different from Street Address) | | City | | | | Zip Code |
and hereby state that on | 11/24/09 | I accepted the appointment as registered agent for the above named business entity. |
| Date | |
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X /s/ AnnMarie C | | 11/24/09 |
Authorized signature of R.A. or On Behalf of R.A. Company | | Date |
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*If changing Registered Agent when reinstating, officer's signature required.
X | | |
Signature of Officer | | Date |
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| Nevada Secretary of State Restated Articles Revised: 12-8-08 |