EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
COMMODORE MINERALS, INC.
Commodore Minerals, Inc., a corporation organized under the
laws of the State of Nevada on September 20, 2000, hereby amends
and restates its Articles of Incorporation pursuant to the
provisions of Nevada Revised Statutes Sections 78.385, 78.390 and
78.403.1.
The Articles of Incorporation of the Corporation are hereby
amended and restated as follows:
ARTICLE I
NAME
The name of the Corporation is INTAC International, Inc.
ARTICLE II
PURPOSE AND POWERS
The purpose for which the Corporation is organized is to
engage in any lawful activity except banking and insurance
operations.
ARTICLE III
AUTHORIZED CAPITAL
The Corporation shall have the authority to issue a total of
110,000,000 shares, consisting of (A) One Hundred Million
(100,000,000) shares of common stock, par value $0.001 per share
(the "Common Stock") and (B) Ten Million (10,000,000) shares of
preferred stock, par value $0.001 per share (the "Preferred
Stock").
Authority is hereby expressly vested in the Board of
Directors to establish and authorize the issuance of the
Preferred Stock from time to time in one or more series, and with
respect to each series of the Preferred Stock, to fix and
determine by resolution or resolutions, in the manner provided
for by law, the number of shares to constitute the series, the
designation thereof and, subject to the provisions of the Nevada
General Corporation Act, as amended, the rights and preferences
of the shares of any series so established, including:
(1) the rate of dividend payable with respect to shares of
such series and the dates, terms and other conditions
on which such dividends shall be payable;
(2) the nature of the dividend payable with respect to
shares of such series as cumulative, noncumulative or
partially cumulative;
(3) the price at and the terms and conditions on which
shares may be redeemed;
(4) the amount payable upon shares in the event of
involuntary liquidation;
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(5) the amount payable upon shares in the event of
voluntary liquidation;
(6) sinking fund provisions for the redemption or purchase
of shares;
(7) the terms and conditions on which shares may be
converted, if the shares of any series are issued with
the privilege of conversion;
(8) voting rights;
(9) repurchase obligations of the Corporation with respect
to the shares of each series; and
(10) any other right, preference, or limitation with respect
to shares of such series.
Each series of the Preferred Stock may vary from any other
series of Preferred Stock in any or all of the foregoing
respects. The Board of Directors may decrease the number of
shares designated for any existing series of the Preferred Stock;
provided, however, that the Board of Directors may not decrease
the number of shares within a series below the number of shares
within such series that is then issued.
Each share of the Preferred Stock within an individual
series shall be identical in all respects with the other shares
of such series, except as to the date, if any, from which
dividends thereon shall accumulate and other details which
because of the passage of time are required to be made in order
for the substantive rights of the holders of the shares of such
series to be identical.
ARTICLE IV
INDEMNIFICATION
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including an action
by or in the right of the Corporation, by reason of the fact that
he or she 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, partnership, joint venture,
trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit, or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation,
and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
ARTICLE V
LIMITATION OF OFFICER AND DIRECTOR LIABILITY
No officer or director of the Corporation shall be
personally liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as an officer or
director;
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provided, however, that this Article V shall not eliminate or
limit the liability of an officer or director to the extent
provided by applicable law for: (A) acts or omissions that
involve intentional misconduct, fraud, or a knowing violation of
law; or (B) authorizing the unlawful payment of any dividend or
other distribution in violation of Section 78.300 of the Nevada
Revised Statutes. The limitation of liability provided herein
shall continue after an officer or director has ceased to occupy
such position as to acts or omissions occurring during such
officer's or director's term or terms of office, and no amendment
or repeal of this Article V shall apply to or have any effect on
the liability or alleged liability of any officer or director of
the Corporation for or with respect to any acts or omissions of
such officer or director occurring prior to such amendment or
repeal.
The foregoing amendment and restatement of the Articles of
Incorporation was duly adopted by stockholders representing a
majority of the outstanding shares of the Corporation entitled to
vote thereon pursuant to shareholder action taken in lieu of a
shareholder meeting, as authorized under Nevada Revised Statutes
Section 78.320. 2
IN WITNESS WHEREOF, I have hereunto set my hand this___ day
of _________, 2001.
COMMODORE MINERALS, INC.
By:
---------------------------
Wei Zhou, President and
Chief Executive Officer
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