RESTATED ARTICLES OF INCORPORATION
OF
CHANCELLOR CORPORATION
We, Martin Neman, President and Jane Kelly, Secretary, hereby declare:
FIRST: Pursuant to the provisions of Section 78-403 of the Nevada Business
Corporation Act, the undersigned corporation adopts the following restated
Articles of Incorporation!
ARTICLE I: The name of the corporation is:
Chancellor Corporation
ARTICLE II: The principal place of business of the corporation within the
state of Nevada shall be:
Pacific Corporate Services, Inc.
7631 Bermuda Road
Las Vegas, Nevada 89123
ARTICLE III: The objects to be transacted, business and pursuit and nature
of the business promoted or carried on by this corporation are and shall
continue to be engaged in any lawful activity except banking or insurance.
ARTICLE IV: Article IV, which currently authorizes one director and one
shareholder only is amended to provide for additional directors.
ORIGINAL ARTICLE IV FILED ON JUNE 3, 1996: The members of the governing
board shall be styled Directors and the first Board of Directors shall consist
of one (1). The number of s tockholders of said corporation shall consist of one
(1). The number of directors and shareholders of this corporation may, from time
to time, be increased or decreased by an amendment to the By-laws of this
Corporation in that regard, and without the necessity of amending these Articles
of Incorporation. The name and address of the first Board of Directors and of
the incorporator signing these Articles is as follows:
Martin Newman 3030 Bridgeway, #117
Sausalito CA 94965
AMENDED ARTICLE IV FILED ON NOVEMBER 8, 1996: The number of Directors of
the Corporation is three (3)
President: Marilyn Bess, Director
Secretary/Treasurer" Cesar Yumall, Director
Assistant Secretary: Gary Luttrell, Director
AMENDED ARTICLE IV: The governing body of the corporation shall be known as
directors, and the number, names and post office addresses of the Board of
Directors, which shall consist of three (3) are:
Martin Newman 3030 Bridgeway, #100
Sausalito, CA 94965
Ronald Sparks 3030 Bridgeway, #100
Sausalito, CA 94965
Jane Kelly 3030 Bridgeway, #100
Sausalito, CA 94965
ARTICLE V: The Corporation is to have perpetual existence.
ARTICLE VI: Article VI, which currently provides for authorized common
stock only is amended to provide authorization for common stock and preferred
stock.
ORIGINAL ARTICLE VI: The total authorized capitalization of this
Corporation shall be and is the mum of 25,000,000 shares common stock at $.OOI
par value, said shares to carry full voting power and the said shares shall be
issued fully paid at such time as the Board of Directors may designate in
exchange for cash, property, services, the stock of other corporations or other
values, rights or things, and the judgment of the Board of Directors an to the
value thereof shall be conclusive.
AMENDED ARTICLE VI. This corporation is authorized to issue two classes of
shares designated respectively "Common Stock" and "Preferred stock", and
referred to herein as Common Stock or Common Shares and Preferred Stock or
Preferred Shares, respectively. The number of shares of Common Stock is ONE
HUNDRED MILLION (100,000,000) shares with a par value of one mil ($.001) per
share and the number of Preferred Stock is TEN MILLION (10,000,000) shares with
a par value of one mil ($.001) per share.
ARTICLE VII: A new Article VII in inserted to read:
NEW ARTICLE VII: The Preferred shares may be issued from time to time in
one or more series. The Board of Directors is authorized to fix the number of
shares of any series of Preferred Shares and to determine the designation of any
such
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series. The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon any
wholly unissued series of Preferred shares, and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series than outstanding the
number of shares of any such series subsequent to the issue of shares of that
series.
ARTICLE VIII: Former Article VII is now Article VIII and reads, as follows:
NEW ARTICLE VIII: The capital stock shall be and remain non-assessable. The
private property of the stockholders shall not be liable for the debts or
liabilities of the Corporation.
ARTICLE IX: A new Article IX is inserted to read:
ARTICLE IX: In accordance with Section 78.037 of the Nevada Business
Corporation code, the directors and officers of this corporation shall not be
personally liable to the corporation or its stockholders for damages for breach
of fiduciary duty as a director or officer, so long as the acts or omissions did
not involve international misconduct, fraud or a knowing violation of law or as
a result of the payment of dividends in violation of NRS 78.300.
SECOND: The foregoing Restated Articles of Incorporation of the corporation
and any amendments were authorized and approved by a majority of the Board of
Directors at a special meeting held en October 28, 1997, where, pursuant to
Section 78.320 of the Corporation Laws of the State of Nevada, a majority of the
shareholders, constituting 3,764,197 out of the 4,364,197 issued and
outstanding, have consented to the amendment.
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October 28, 1997.
\s\ Martin Newman
------------------------------
Martin Newman
President
\s\ Jane Kelly
------------------------------
Jane Kelly
Secretary
State of California )
) ss.
County of Marin )
On October 28, 1997, personally appeared before me, Martin Newman,
President and Jane Kelly, Secretary of Chancellor Corporation, who acknowledged
to me that they were the signers of the foregoing Restated Articles of
Incorporation.
\s\ Susan Dupuis
NOTARY SEAL ------------------------------
Susan Dupuis
Notary Public
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SECRETARY OF STATE
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CHANCELLOR CORP. did on the THIRD day of JUNE, 1996 file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Nevada Secretary of State, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office in Carson City, Nevada, this THIRD
day of JUNE, 1996.
\s\
------------------------------
Secretary of State
BY \s\
----------------------
Certification Clerk