AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ABOVE AVERAGE INVESTMENTS, LTD.
The undersigned, being the President and Secretary of Above Average
Investments, Ltd., a Nevada corporation (hereinafter referred to as the
"Corporation"), having been authorized to execute these Amended and Restated
Articles of Incorporation, hereby certifies to the Secretary of State of the
State of Nevada that:
FIRST: The Corporation desires to amend and restate its Articles of
Incorporation as currently in effect as hereinafter provided.
SECOND: The provisions set forth in these Amended and Restated Articles of
Incorporation supersede the original Articles of Incorporation and all
amendments thereto. These Amended and Restated Articles of Incorporation
correctly set forth the provisions of the Articles of Incorporation, as amended
to the date hereof.
THIRD: The Board of Directors duly adopted and declared the advisability of
the Amended and Restated Articles of Incorporation.
FOURTH: Shareholders of the Corporation holding 2,804,000 of the 3,000,000
outstanding shares (93.4%) of the Corporation's common stock approved and
adopted the amendments contained in the Amended and Restated Articles of
Incorporation at the Special Meeting of Shareholders held on February 25, 2002.
FIFTH: The Articles of Incorporation of the Corporation, as amended and
restated, are set forth on Exhibit A attached hereto.
/s/ Devinder Randhawa /s/ Robert Hemmerling
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Devinder Randhawa, President Robert Hemmerling, Secretary
ACKNOWLEDGMENT
Province of British Columbia )
) ss
City of Kelowna )
On Februay 25, 2002, personally appeared before me, a Notary Public, Robert
Hemmerling, who acknowledged that he executed the above instrument.
(Notary Stamp or Seal) /s/ Kevin P. Kingston
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Notary Public
Exhibit A
These amended and restated articles of incorporation shall be deemed
effective as of March 19, 2001.
ARTICLE I
NAME
The name of this Corporation is Quick-Med Technologies, Inc.
ARTICLE II
PURPOSES AND POWERS
The Corporation is organized to engage in any and all lawful acts and/or
activities for which corporations may be organized under the laws of the State
of Nevada.
ARTICLE III
AUTHORIZED CAPITAL STOCK
The amount of total authorized capital stock which the Corporation shall
have authority to issue is 100,000,000 shares of common stock, each with $0.0001
par value. To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.195), as the same now exists or may hereafter be
amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or series
within each class of capital stock of the Corporation.
No cumulative voting, on any matter to which shareholders shall be entitled
to vote, shall be allowed for any purpose.
The authorized stock of this Corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors
shall, from time to time, determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this Corporation.
ARTICLE IV
DIRECTORS
The Governing Board shall be styled as Directors. The Directors are hereby
granted the authority to do any act on behalf of the Corporation as may be
allowed by law. Any action taken in good faith, shall be deemed appropriate and
in each instance where the Nevada General Corporation Law provides that the
Directors may act in certain instances where the Articles of Incorporation so
authorize, such action by the Directors, shall be deemed to exist in these
Articles and the authority granted by said Act shall be imputed hereto without
the same specifically having been enumerated herein.
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The Board of Directors may consist of from one (1) to seven (7)
directors, as determined, from time to time, by the then existing Board of
Directors.
ARTICLE V
NON-ASSESSABLE STOCK
The capital stock, after the amount of the subscription price has been paid
in, shall not be subject to assessment to pay the debts of said Corporation,
whether issued for money, services, property or otherwise. The private property
of the stockholders shall not be subject to the payment of corporate debts to
any extent whatever.
ARTICLE VI
PERSONAL LIABILITY
Pursuant to NRS 78.037, neither the Directors, the Officers, nor the
Stockholders of the Corporation shall have any personal liability for damages or
for breach of fiduciary duty except for acts or omissions which include
misconduct or fraud.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator of this Corporation is as follows:
NAME ADDRESS
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Robert Seligman 2533 North Carson Street
Carson City, Nevada 89706
ARTICLE VIII
COMMON DIRECTORS
As provided by Nevada Revised Statutes 78.140, without repeating the
section in full here, the same is adopted and no contract or other transaction
between this Corporation and any of its officers, agents, or directors shall be
deemed void or voidable solely for that reason. The balance of the provisions of
the code section cited, as it now exists, allowing such transactions, is hereby
incorporated into this Article as though more fully set forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application.
ARTICLE IX
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer, or Agent, to include counsel, shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach or alleged breach of fiduciary or professional duty by such person acting
in such capacity. It shall be presumed that in accepting the position as an
Officer, Director, Agent, or Counsel, said individual relied upon and acted in
reliance upon the terms and protections provided for by this Article.
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Notwithstanding the foregoing sentences, a person specifically covered by this
Article, shall be liable to the extent provided by applicable law, for acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law, or for the payment of dividends in violation of NRS 78.300.
ARTICLE X
ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444
This Corporation shall NOT be governed by nor shall the provisions of NRS
78.378 through and including 78.3793 and NRS 78.411 through and including 78.444
in any way whatsoever affect the management, operation or be applied in this
Corporation.
ARTICLE XI
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, employee, or agent of, or in
any similar managerial or fiduciary position of, another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall
also indemnify any person who is serving or has served the Corporation as a
director, officer, employee, or agent of the Corporation to the extent and in
the manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
ARTICLE XII
REGISTERED AGENT AND OFFICE
The Corporation's registered agent and its address, which is the
Corporation's registered office in the State of Nevada, shall be Laughlin
Associates, Inc., 2533 N. Carson Street, Carson City, NV 89706.
/s/ Devinder Randhawa /s/ Robert Hemmerling
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Devinder Randhawa, President Robert Hemmerling, Secretary
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ACKNOWLEDGMENT
Province of British Columbia )
)ss.
City of Kelowna )
On February 25, 2002, personally appeared before me, a Notary Public,
Robert Hemmerling, who acknowledged that he executed the above instrument.
(Notary Stamp or Seal) /s/ Kevin P. Kingston
---------------------
Notary Public
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