EXHIBIT C
Form of Amended and Restated Articles of Incorporation of BSON
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
BUSTOP SHELTERS OF NEVADA, INC.
I
The name of this corporation is: BUSTOP SHELTERS OF NEVADA, INC.
II
The principal office or place of business of this corporation shall be
located in the county of Washoe, at:
911 W. Moana Lane
Reno, Nevada 89509
III
The nature of the business or objects or purposes to be transacted,
promoted or carried on by the corporation shall be to engage in any lawful
activity.
IV
This corporation shall be authorized to issue only one class of shares of
stock; and the total number of shares which this corporation shall be authorized
to issue shall be One Million Five Hundred Thousand (1,500,000).
V
The corporation shall have between three and five directors. As of the
date of these Articles of Incorporation, the names and addresses of the
directors are as follows:
Name Address
---- -------
Allan L. Ross, M.D. 5425 South Valley View
Suite 103
Las Vegas, Nevada 89118
Scott A. Kraft 5425 South Valley View
Suite 103
Las Vegas, Nevada 89118
Mark R. Boileau 5425 South Valley View
Suite 103
Las Vegas, Nevada 89118
William M. Slater 5425 South Valley View
Suite 103
Las Vegas, Nevada 89118
VI
The shares of this corporation shall not be subject to assessment to pay
the debts of the corporation.
VII
The resident agent of the corporation is ________, whose address is
____________, _______ Nevada ________.
VIII
The duration of the corporation shall be perpetual.
IX
A shareholder may not transfer any shares of common stock of this
Corporation except for: (a) transfers to BSON; (b) transfers to existing BSON
shareholders; (c) transfers by gift, bequest or operation of the laws of
descent; (d) transfers to an entity unaffiliated with BSON pursuant to a merger,
consolidation, stock for stock exchange, or similar transaction involving BSON;
(e) transfers by a partnership to its partners; (f) transfers which would be
exempt from the registration requirements of Section 5 of the Securities Act by
virtue of the exemption provided by Section 4(2) of the Securities Act if the
transferor were the issuer of the BSON Common Stock, provided that the
transferee is an "accredited investor" within the meaning of Rule 501(a) under
the Securities Act; or (g) transfers pursuant to an effective registration under
the Securities Act simultaneous with a registration of the BSON Common Stock
under Section 12 of the Exchange Act.
The transfers described in items (b), (c), (e) and (f) will be permitted
only if the BSON Common Stock in the hands of the transferee remain subject to
the same restrictions on transfer as they were when held by the transferor.
In addition, before any shareholder can sell or transfer shares of common
stock of this Corporation under items (b) or (f) above, he shall first offer the
stock to the Corporation and then to the shareholders in the following manner:
(a) The offering shareholder shall give a written offer, by mailing,
personally delivering or telegraphing it to the secretary of the Corporation,
stating the number of shares to be sold or transferred and the price, terms and
conditions of the proposed sale or transfer. The Corporation shall then have
the right to purchase all or any whole number of the shares offered, at the
price and on the terms and conditions stated in the offer, by giving written
notice to the offering shareholder of its election to purchase shares and of the
number of shares it intends to purchase. This notice shall be given by mailing,
personally delivering, or telegraphing it within five (5) days after the
offering shareholder's offer is given. If the Corporation elects to purchase
less than all the shares being offered, or fails to give notice of its election
to purchase within the period that it has the right to do so, the offering
shareholder will then be permitted to sell or transfer such shares to the
proposed third-party purchaser (who must be either an existing shareholder of
the Corporation or an "accredited investor" within the meaning of Rule 501(a)
under the Securities Act of 1933, as amended (the "Securities Act")) at the
price and on the terms of the original offer, subject to the other restrictions
referred to below.
(b) Each offer, notice, or statement provided for in this article
shall be considered given when it is personally delivered to the person to whom
it is to be given, or it is properly addressed and deposited in the United
States mail or delivered to a telegraph office with all postage or other charges
fully prepaid.
(c) Unless otherwise prohibited by law or by the Amended and Restated
Articles of Incorporation or these Bylaws, the Corporation may purchase its own
shares from any offering shareholder. The Corporation shall not purchase all of
its outstanding shares. Any sale or transfer, or purported sale or transfer, of
the Corporation's shares by any shareholder shall be null and void unless the
terms, conditions, and provisions of this article are strictly followed.
These restrictions on transfer will expire as to all holders on the date on
which BSON becomes a reporting company under the Exchange Act.
Any shares of stock permitted to be transferred shall be transferable only
upon the books of the Corporation by the holders thereof in person or by their
duly authorized attorneys or legal representatives, and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other persons as the directors may designate, by whom they shall be canceled,
and new certificates shall thereupon be issued. A record shall be made of each
transfer and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.