EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
SUNBELT EXPLORATION, INC.
Sunbelt Exploration, Inc., pursuant to SECTIONs 78.390 and 78.403 of the
Nevada Revised Statutes, adopts these Restated Articles of Incorporation. The
following Restated Articles of Incorporation were adopted by unanimous consent
of the Board of Directors pursuant to SECTION 78.315 of the Nevada Revised
Statutes and by Consent of Majority Stockholders pursuant to SECTION 78.320 of
the Nevada Revised Statutes.
The following Restated Articles of Incorporation amends the original
Articles of Incorporation in its entirety, as follows:
ARTICLE I
NAME
The name of the corporation shall be "iExalt, Inc." (hereinafter called
the "Corporation").
ARTICLE II
PERIOD OF DURATION
The Corporation shall have perpetual existence.
ARTICLE III
NATURE AND PURPOSE
The nature of the business of the Corporation and the objects or the
purposes to be transacted, promoted, or carried on by it are as follows:
To engage in any lawful activity for which Corporations may be
incorporated under the Nevada General Corporation Law.
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ARTICLE IV
AUTHORIZED SHARES
The total number of shares of stock that the Corporation shall have
authority to issue is 120,000,000 consisting of 100,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 20,000,000 shares of
preferred stock, par value $.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to
time in one or more series, each of which shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Corporation ("Board of Directors") prior to the issuance of any shares thereof.
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating , optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof. The number
of authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all the then outstanding shares
of the capital stock of the Corporation entitled to vote generally in the
election of the directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series thereof, unless a vote
of any such holders is required pursuant to any Preferred Stock Designation.
Shareholders of the Corporation shall not have cumulative voting rights
nor preemptive rights.
ARTICLE V
LIMITATION ON LIABILITY
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the Nevada General Corporation
Law, as the same may be amended and supplemented.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
The Corporation shall, to the fullest extent permitted by Nevada Revised
Statute ss.778.7502 and ss.778.751, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Law from and against any and all of the expenses, liabilities, or other matters
referred to in or covered by said Law, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and 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 a person.
ARTICLE VII
REGISTERED AGENT
The Corporation's registered office in the State of Nevada is One East
First Street, County of Washoe, Reno, Nevada, and the name of the initial
registered agent as such address is The Corporation Trust Company of Nevada.
Either the registered office or the registered agent may be changed as permitted
by law.
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ARTICLE VIII
CONTRACTS AND TRANSACTIONS WITH OFFICERS AND DIRECTORS
To the fullest extent permitted by Nevada Revised Statute ss.778.140, a
contract or other transaction will not be void or voidable solely because: (i)
the contract or transaction is between the Corporation and one or more of its
directors or officers or a corporation, firm, or association in which one or
more of its officers or directors are officers or directors, or have a financial
interest; or because (ii) a common or interested director or officer is present
at the meeting of the board of directors or a committee thereof which authorizes
or approves the contract or transaction, or joins in the execution of a written
consent which authorizes or approves the contract or transaction pursuant to
subsection 2 of the Nevada Revised Statute ss.778.315.
ARTICLE IX
DIRECTORS
The number of directors constituting the board of directors shall not be
more than ten (10) nor less than one (1).
The number of directors of the Corporation may be increased or decreased
in the manner provided in the Bylaws of the Corporation; provided, that the
number of directors shall never be less than one. In the interim between
elections of directors by stockholders entitled to vote, all vacancies caused by
an increase in the number of directors and including vacancies resulting from
the removal of directors by the stockholders entitled to vote which are not
filled by said stockholders, may be filled by the remaining directors, though
less than a quorum.
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Signed this 2nd day of September, 1999
SUNBELT EXPLORATION, INC.
//s// Donald Sapaugh
Name: Donald Sapaugh
Title:President
State of Texas
County of Harris
On this 13th day of September, 1999 personally appeared before me, a
Notary Public, Donald Sapaugh who acknowledged that he/she executed the above
document.
//s// Kara A. Kirker
Notary Public, in and for
The State of Texas
(Notary Seal)
SUNBELT EXPLORATION, INC.
//s// Jonathan C. Gilchrist
Name: Jonathan C. Gilchrist
Title:Secretary
State of Texas
County of Harris
On this 2nd day of September, 1999 personally appeared before me, a Notary
Public, Jonathan C. Gilchrist who acknowledged that he/she executed the above
document.
//s// Kara A. Kirker
Notary Public, in and for
The State of Texas
(Notary Seal)
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