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EXHIBIT 3.2
RESTATED
ARTICLES OF INCORPORATION
OF
CEDAR MOUNTAIN DISTRIBUTORS, INC.
A Nevada Business Corporation
ARTICLE I
NAME. The name of the Corporation (hereinafter called "Corporation") is
CEDAR MOUNTAIN DISTRIBUTORS, INC.
ARTICLE II
PERIOD OF DURATION. The period of duration of the Corporation is perpetual
or until dissolved according to law.
ARTICLE III
PURPOSE. The purpose for which this Corporation is organized is to engage
in any lawful act or activity for which a corporation may be organized under the
laws of the State of Nevada, as they may be amended from time to time, other
than the banking business or the trust company business.
ARTICLE IV
CAPITALIZATION. The Corporation shall have the authority to issue two
classes of stock as follows:
50,000,000 shares of common stock having a par value of one-tenth of one
cent ($.001) per share.
5,000,000 shares of preferred stock having a par value of one-tenth of one
cent ($.001) per share.
The designations, voting powers, preferences, and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock are as follows:
COMMON STOCK
All shares of the Common Stock of the Corporation shall be of the same
class without preference or distinction; shall have the same rights and
privileges; shall be non-assessable; shall not be subject to the payment of
corporate debts; shall be fully paid when issued; shall not be entitled to
pre-emptive rights; and shall have full voting rights and privileges.
The Common Stock may be issued as and when the Board of Directors shall
determine,
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and the vote or assent of the stockholders shall not be necessary for such
issue.
PREFERRED STOCK
The Preferred Stock may be issued as and when the Board of Directors shall
determine, and the vote or assent of the stockholders shall not be necessary for
such issue.
In furtherance thereof, the Board of Directors is authorized, at any time
and from time to time, to provide for the issuance of shares of Preferred Stock
in one or more series with such designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as are stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of Directors,
and as are not stated or expressed in these Articles of Incorporation or any
amendment thereto including, but not limited to, determination of any of the
following:
(a) the distinctive serial designation and the number of shares
constituting a series;
(b) the dividend rate or rates, whether dividends are cumulative and, if
so, from which date, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
(c) the voting powers, full or limited, if any, of the shares of the
series;
(d) whether the shares are redeemable and, if so, the price or prices at
which, and the terms and conditions on which, the shares may be redeemed;
(e) the amount or amounts payable upon the shares in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation prior to any payment or distribution of the assets of the
Corporation to any class or classes of stock of the Corporation ranking junior
to the Preferred Stock;
(f) whether the shares are entitled to the benefit of a sinking or
retirement fund to be applied to the purchase or redemption of shares of a
series and, if so entitled, the amount of the fund and the manner of its
application, including the price or prices at which the shares may be redeemed
or purchased through the application of the fund;
(g) whether the shares are convertible into, or exchangeable for, 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, if so convertible or
exchangeable, the conversation price or prices, or the rates of exchange, and
the adjustments thereof, if any, at which the conversion or exchange may be
made; and any other terms and conditions of the conversion or exchange; and
(h) any other preferences, privileges and powers, and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions of a series, as the Board of Directors may deem advisable and as
are not inconsistent with the provisions of these Articles of Incorporation.
Unless and except to the extent otherwise required by law or provided in
the resolution or resolutions of the Board of Directors creating any series of
Preferred Stock, the holders of the Preferred Stock shall have no voting power
with respect to any matter whatsoever.
Shares of Preferred Stock which have been issued and reacquired in any
manner by the Corporation will have the status of authorized and unissued shares
of Preferred Stock and may be
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reissued.
No holder of shares of any class shall have any right, pre-emptive or
other, to subscribe for or to purchase from the Corporation any of the shares
designated as the Preferred Stock hereafter issued or sold.
ARTICLE V
ASSESSMENT OF SHARES. The capital stock of the Corporation, after the
amount of the consideration for the issuance of shares, as determined by the
Board of Directors, has been paid, is not subject to assessment to pay the debts
of the Corporation and no stock issued as fully paid may ever be assessed, and
the Articles of Incorporation cannot be amended in this respect.
ARTICLE VI
PRE-EMPTIVE RIGHTS. No holder of shares of the capital stock of any class
of the Corporation shall have any pre-emptive or preferential rights of
subscription to any shares of any class of stock of the corporation, whether now
or hereafter authorized, or to any obligations convertible into stock of the
corporation, issued or sold. The term "convertible obligations" as used herein
shall include any notes, bonds, or other evidences of indebtedness to which are
attached or with which are issued warrants or other rights to purchase stock of
the Corporation.
ARTICLE VII
VOTING SHARES. Each outstanding share of common stock of the Corporation
shall be entitled to one vote on each matter submitted to a vote at any meeting
of the stockholders. Each stockholder shall be entitled to vote his or its
shares in person or by proxy, executed in writing by such stockholder, or by his
duly authorized attorney-in-fact. At each election of directors, every
stockholder entitled to vote in such election shall have the right to vote in
person or by proxy the number of shares owned by him or it for as many persons
as there are directors to be elected and for whose election he or it has the
right to vote, but the shareholder shall have no right to accumulate his or its
votes with regard to such election.
ARTICLE VIII
KNOWN PLACE OF BUSINESS. The street address of the known place of business
of the Corporation is:
11011 King Street, Suite 260
Overland Park, KS 66210
ARTICLE IX
RESIDENT AGENT. The name and address of the resident agent of the
Corporation is:
Gateway Enterprises, Inc.
3230 E. Flamingo Road, Suite 156
Las Vegas, Nevada 89121
ARTICLE X
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BYLAWS. Provisions for the regulation of the internal affairs of the
Corporation shall be set forth in the bylaws. Bylaws may be adopted, amended, or
repealed by the Board of Directors.
ARTICLE XI
DIRECTORS. The governing board of the Corporation shall be known as the
Board of Directors, and its members shall be known as directors, and the number
of directors of the Corporation shall be not less than one (1) nor more than
seven (7). The exact number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there
exists any vacancies in previously adopted directorships at the time any such
resolution is presented to the Board of Directors for adoption). The name and
address, either residence or business, of each member of the first Board of
Directors is as follows:
Bryan S. Ferguson
8119 Legler Road
Lenexa, KS 66219
The Board of Directors shall serve as directors until the first annual
meeting of shareholders, or until their successors are elected and qualified.
ARTICLE XII
INCORPORATOR. The name and address of the incorporator is:
Bryan S. Ferguson
8119 Legler Road
Lenexa, KS 66219
All powers, duties, and responsibilities of the incorporator shall cease at
the time of delivery of these Articles of Incorporation to the Nevada Secretary
of State.
ARTICLE XIII
BUSINESS COMBINATIONS. The Board of Directors of the corporation, when
evaluating any offer of another party to (a) make a tender or exchange offer for
any equity security of the Corporation, (b) merge or consolidate the corporation
with another corporation, or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, may, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due consideration to (i)
all relevant factors, including without limitation the social, legal,
environmental, and economic effects on the communities and geographical areas in
which the Corporation and its subsidiaries operate or are located and on any of
the businesses and properties of the Corporation or any of its subsidiaries, as
well as such other factors as the directors deem relevant, and (ii) not only the
financial consideration being offered in relation to the then current market
price for the Corporation's outstanding shares of capital stock, but also in
relation to the then current value of the Corporation in a freely
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negotiated transaction and in relation to the Board of Director's estimate of
the future value of the corporation (including the unrealized value of its
properties and assets) as an independent going concern.
ARTICLE XIV
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. The
Corporation shall indemnify any person who incurs expense or liabilities by
reason of the fact he or she is or was an officer, director, employee or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise. This indemnification shall be mandatory in
all circumstances in which indemnification is permitted by law. The Corporation
shall indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to any action or proceeding, whether criminal,
civil, administrative, or investigative, by reason of the fact that he, his
testator, intestate is or was a director, officer, employee or agent of the
Corporation or any predecessor of the Corporation or serves or served any other
enterprise as a director, officer, employee or agent at the request of the
Corporation or any predecessor of the Corporation. No amendment or repeal of
this Article applies to or has any affect on the liability or alleged liability
of the aforenamed for or with respect to any acts or omissions of the aforenamed
occurring prior to the amendment or repeal, except as otherwise required by law.
ARTICLE XV
INDEMNITY AGREEMENTS. The Board of Directors is authorized on behalf of the
Corporation to authorize and approve indemnity agreements between the
Corporation and each director and each officer, in form and content acceptable
to the board, which agreements shall provide that the Corporation shall
indemnify (and advance expenses to) the indemnitee to the fullest extent
permitted by applicable law as such law may be in effect at the time any such
indemnification under any such agreement may be sought, no later than 30 days
after a written demand has been made therefor, against all expenses, judgments,
fines, penalties, excise taxes, and amounts paid in settlement for claims with
respect to events relating to indemnitee's service with or for the Corporation,
and which agreements shall provide that in any proceeding to enforce the
obligation to indemnify such person, the Corporation shall have the burden to
establish that such indemnification is prohibited; provided, however, that such
agreements shall, in form and content acceptable to the board, exclude from
indemnification a judgment or other final adjudication adverse to indemnitee
that established (a) that his or her acts were committed in bad faith or were
the result of deliberate dishonesty, or (b) that he or she in fact gained a
financial advantage to which he or she was not legally entitled, in which event
the amount of the indemnification shall be reduced by the amount of such
financial advantage gained.
ARTICLE XVI
CERTAIN CONTRACTS. In case the Corporation enters into contracts, or
transacts business with one or more of its directors or officers, or with any
firm of which one or more of its directors or officers are members, partners or
shareholders, such contract or contracts, or such transaction or transactions
shall not be invalidated or in any way affected by the fact that such
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director or directors, or officer or officers, have or may have interests
therein which are or might be adverse to the interest of this Corporation,
provided that such contract or transaction is entered into in good faith and
authorized or ratified in the usual course of action of business as may be
provided for in the Bylaws of the Corporation.
ARTICLE XVII
LIMITATION OF LIABILITY. To the fullest extent permitted by the Nevada
Revised Statutes as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. No repeal, amendment or modification of this article, whether direct
or indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director of the Corporation occurring prior to such repeal,
amendment or modification. The provisions of this Article shall be deemed to be
a contract with each director or officer of the Corporation who serves as such
at any time while such provisions are in effect, and each such director or
officer shall be deemed to be serving as such in reliance on the provision of
this Article. No repeal or amendment of these Articles of Incorporation shall
adversely affect any right or an elimination or limitation of liability of a
director or officer existing at the time of the repeal or amendment.
EXECUTED this 19th day of February 2001 by the President of Cedar Mountain
Distributors, Inc.
Signed:
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James R. Smith
SS:
STATE OF KANSAS }
COUNTY OF JOHNSON }
BE IT REMEMBERED that before me, a Notary Public in and for the aforesaid
county and state, personally appeared James R. Smith, who deposes and says that
he is the President of the aforementioned corporation and executed the foregoing
instrument and duly acknowledged its execution of the same this 19th day of
February 2001.
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Karen E. Taylor, Notary Public
My appointment expires: March 21, 2002.