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FILED Exhibit 3.1
IN THE OFFICE OF THE Filing for
SECRETARY OF STATE OF THE Receipt#:
STATE OF NEVADA
JUL 29 1996
No. C1625896
/s/ Dean Heller
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DEAN HELLER, SECRETARY OF STATE
Articles of Incorporation
(PURSUANT TO [ILLEGIBLE])
STATE OF NEVADA
Secretary of State
[ILLEGIBLE]
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IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: DYNAMIC INTERNATIONAL, LTD.
2. RESIDENT AGENT. (designated resident agent and his STREET ADDRESS in
Nevada where process may be served)
Name of Resident Agent: THE CORPORATION TRUST COMPANY OF NEVADA
Street Address: One East First Street, Reno, Nevada 89501
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Street No. Street Name City Zip
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 50,000,000 Par value .0010
Number of shares without par value: -0-
4. GOVERNING BOARD: shall be styled as (check one) |X| Directors |_| Trustees
The FIRST BOARD OF DIRECTORS shall consist of 1 members and the names and
addresses are as follows (attach additional page if necessary)
Marton Grossman 58 Second Avenue, Brooklyn, N.Y. 11215
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Name Address City/State/Zip
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Name Address City/State/Zip
5. PURPOSE (optional -- see reverse side). The purpose of the corporation
shall be:
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6. OTHER MATTERS: This form includes the [ILLEGIBLE] to acceptance under NRS
78. You may attach additional information pursuant to NRS 78.037 or any
other information deemed appropriate. If any of the additional information
is contradictory to this form it [ILLEGIBLE] and will be returned to for
correction. Number of pages attached 1
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: ([ILLEGIBLE]) (attach additional pages
if [ILLEGIBLE])
Richard F. Horowitz
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Name (print) Name (print)
292 Madison Avenue, New York, N.Y. 10017
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Address City/State/Zip Address City/State/Zip
/s/ Richard F. Horowitz
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Signature Signature
State of New York County of New York State of County of
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This instrument was acknowledged before This instrument was acknowledged
me on before me on
July 17, 1996, by 19 , by
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Richard F. Horowitz
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Name of Persons Name of Persons
as incorporator as incorporator
of Dynamic International, Ltd. of
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([ILLEGIBLE] of party on behalf of whom ([ILLEGIBLE] of party on behalf
instruments was executed) of whom instruments was
executed)
/s/ [ILLEGIBLE]
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Notary Public Signature Notary Public Signature
(affix notary stamp or seal) (affix notary stamp or seal)
[ILLEGIBLE]
Notary Public, State of New York
No. [ILLEGIBLE]
[ILLEGIBLE]
Commission Expires Dec. 27, 1996
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts appointment or
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Resident Agent for the above assumed corporation
The Corporation Trust Company of Nevada
By: 7/29/96
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/s/ [ILLEGIBLE] Date
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Signature of Resident Agent (NY)
(Assistant Secretary)
RECEIVED
JUL 29 1996
/s/ [ILLEGIBLE]
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SECRETARY OF STATE
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ATTACHMENT TO ARTICLES OF INCORPORATION
OF
DYNAMIC INTERNATIONAL, LTD.
6. OTHER MATTERS: No director of officer of the corporation shall have any
personal liability for damages for breach of fiduciary duty as a director or
officer, provided, however, this provision does not eliminate or limit the
liability of any director or officer for:
(a) Acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
(b) The payment of distributions in violation of NRS 78.300.
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 29 1996
No. C16258-96
/s/ Dean Heller
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DEAN HELLER, SECRETARY OF STATE
GLOBAL
ARTICLES OF MERGER
OF
DYNAMIC CLASSICS, LTD.
INTO
DYNAMIC INTERNATIONAL, LTD.
FIRST: The name of the surviving entity is Dynamic International, Ltd.,
and the place of its organization is the jurisdiction of Nevada. The name and
place of organization of the entity being merged into the surviving entity is
Dynamic Classics, Ltd., organized in the jurisdiction of Delaware.
SECOND: A plan of merger was adopted by each entity that is a party to
this merger.
THIRD: The plan of merger or exchange was adopted by Dynamic Industries,
Ltd. by unanimous consent.
FOURTH: The complete executed plan of merger is on file at the place of
business of Dynamic International, Ltd. located at 52 Second Avenue, Brooklyn,
New York 11215. and a copy of the plan will be furnished by Dynamic
International, Ltd., on request and without cost to any owner of any entity
which is a party to this merger.
FIFTH: All entities party to this merger have complied with laws of their
respective jurisdiction concerning this merger.
SIXTH: This merger shall be effective on filing of these Articles of
Merger.
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DYNAMIC INTERNATIONAL, LTD.
By: /s/ Marton Grossman
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Marton Grossman, President
By: /s/ Isaac Grossman
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Isaac Grossman, Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On July 19, 1996, personally appeared before me, a Notary Public Marton
Grossman and Isaac Grossman who acknowledged that they executed the above
instrument.
/s/ Richard F. Horowitz
---------------------------------
Notary Public
RICHARD F. HOROWITZ
Notary Public, State of New York
No. 31-6967915
Qualified in New York County
Commission Expires February 28, 1997.
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 26 1996
No. C16258-96
/s/ Dean Heller
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DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
DYNAMIC INTERNATIONAL, LTD.
We the undersigned, Marton Grossman, President, and Isaac Grossman,
Secretary of Dynamic International, Ltd.
do hereby certify:
That the Board of Directors of said corporation by unanimous written
consent in lieu of a meeting adopted a resolution to amend the original articles
as follows:
Article 3 is hereby amended as follows:
(a) The aggregate number of shares which the corporation shall be
authorized to issue shall be SIXTY MILLION (60,000,000) divided in FIFTY MILLION
(50,000,000) shares of Common Stock, par value $0.001 and TEN MILLION
(10,000,000) shares of Preferred Stock, par value $.001. At 5:00 p.m. on the
date of the filing of these Articles of Amendment to its Articles of
Incorporation all issued and outstanding shares of Common Stock shall without
further action by the holders thereof or the corporation be combined at the rate
of 0.20 (one fifth) for one. No fractional shares shall be issued. All
fractional shares shall be increased to the next higher whole number of shares.
(b) Preferred Stock. (1) Shares of Preferred Stock may be issued from time
to time in one or more series as may from time to time be determined by the
Board of Directors, each of said series to be distinctly designated. All shares
of any one series of Preferred Stock shall be alike in every particular, except
that there may be different dates from which dividends, if any, thereon shall be
cumulative, if made cumulative. The voting powers and the preferences and
relative, participating, optional and other special rights of each such series,
and the qualifications, limitations or restrictions thereof, if any, may differ
from those of any and all other series at any time outstanding; and the Board of
Directors of the Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any shares of a
particular series of Preferred Stock, the voting powers and the designation,
preferences and relative, optional and other special rights, and the
qualifications, limitations and restrictions of such series, including, but
without limiting the generality of the foregoing, the following:
(A) The distinctive designation of, and the number of shares of Preferred
Stock which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors) or decreased
(but not below the number of shares thereof by like action of then
outstanding) from time to time by like action by the Board of Directors;
(B) The rate and times at which, and the terms and conditions on which,
dividends, if any, on Preferred Stock of such series shall be paid, the
extent of the preference or relation, if any, of such dividends to the
dividends payable on any other class or classes, or series of the same or
other classes of stock and whether such dividends shall be cumulative or
noncumulative;
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(C) The right, if any, of the holders of Preferred Stock of such series to
convert the same into or exchange the same for, shares of any other class
or classes, or of any series of the same or any other class or classes of
stock of the Corporation and the terms and conditions of such conversion
or exchange;
(D) Whether or not Preferred Stock of such series shall be subject to
redemption, and the redemption price or prices and the time or times at
which, and the terms and conditions on which, Preferred Stock of such
series may be redeemed;
(E) The rights, if any, of the holders of Preferred Stock of such series
upon the voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up, of the
Corporation;
(F) The terms of the sinking fund or redemption or purchase account, if
any, to be provided for the Preferred Stock of such series; and
(G) The voting powers, if any, of the holders, of such series of Preferred
Stock which may, without limiting the generality of the foregoing, include
the right, voting as a series or by itself or together with other series
of Preferred Stock or all series of Preferred Stock as a class, to elect
one or more directors of the Corporation if there shall have been a
default in the payment of dividends on any one or more series of Preferred
Stock or under such other circumstances and on such conditions as the
Board of Directors may determine.
(2) The relative powers, preferences and rights of each series of
Preferred Stock in relation to the powers, preferences and rights of each other
series of Preferred Stock shall, in each case, be as fixed from time to time by
the Board of Directors in the resolution or resolutions adopted pursuant to
authority granted in paragraph (b)(1) of this ARTICLE 3 and the consent, by
class or series vote or otherwise, of the holders of such of the series of
Preferred Stock as are from time to time outstanding shall not be required for
the issuance by the Board of Directors of any other series of Preferred Stock
whether or not the powers, preferences and rights of such other series shall be
fixed by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution or
resolutions as to any series of Preferred Stock adopted pursuant to paragraph
(b)(1) of this ARTICLE 3 that the consent of the holders of a majority (or such
greater proportion as shall be therein fixed) of the outstanding shares of such
series voting therein shall be required for the issuance of any or all other
series of Preferred Stock.
(3) Subject to the provisions of subparagraph 2 of this paragraph (b),
shares of Common Stock or any series of Preferred Stock may be issued from time
to time as the Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of Directors.
(4) The authorized amount of shares of Common Stock and of Preferred Stock
may, without a class or series vote, be increased or decreased from time to time
by the affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote thereon.
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The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 15,993,990; that the
said change(s) and amendment have been consented to and approved by a majority
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Marton Grossman
---------------------------------
Marton Grossman, President
/s/ Issac Grossman
---------------------------------
Issac Grossman, Secretary
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State of New York )
)ss
County of Kings )
On September 23, 1997 personally appeared before me, a Notary Public,
Marton Grossman and Isaac Grossman who acknowledged that they executed the above
instrument.
/s/ Kristine S. VanDenVouver
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KRISTINE S. VANDENVOUVER
NOTARY PUBLIC, State of New York
No. [ILLEGIBLE]
Qualified in Kings County
Commission expires October 07, 1998
(Notary Stamp or Seal)
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[SEAL] DEAN HELLER
Secretary of State
101 North Carson Street, Suite 8
Carson City, Nevada [ILLEGIBLE]
[ILLEGIBLE]
--------------------------- Office Use Only
Certificate of
Amendment
(PURSUANT TO NRS 72.385 and
73.390)
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FILED #C16258-96
NOV 06 2000
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
Important: Read attached instructions before completing form.
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 72.385 and 73.390 - After Issuance of Stock)
- Remit in Duplicate -
1. Name of Corporation: Dynamic International, Ltd.
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2. The articles have been amended as follows (provide article numbers, if
available):
"1. Name of Corporation: Emergent Group Inc."
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3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: majority.*
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4. Signatures (Required):
/s/ Mark Waldron /s/ Amy Lai
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President and Secretary
Mark Waldron Amy Lai
* If any proposed amendment would alter or change any preference or any relative
right or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
[ILLEGIBLE]
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FILED #C16258-96
MAR 19 2001
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
EMERGENT GROUP INC.
EMERGENT GROUP INC., a corporation organized under the laws of the State
of Nevada, (the "Corporation") by its president and secretary does hereby
certify:
1. That the Board of Directors of the Corporation, by written consent
dated the 16th day of March, 2001 in lieu of a meeting, pursuant to Section
78.315 of the Nevada General Corporation Law, resolved that the following change
and amendment to the Articles of Incorporation is advisable:
Paragraph (a) of Article 3 of said Articles of Incorporation shall
be amended to read as follows; "The aggregate number of shares that
the corporation shall be authorized to issue shall be ONE HUNDRED
TEN MILLION (110,000,000), consisting of ONE HUNDRED MILLION
(100,000,000) shares of Common Stock, par value $0.001, and TEN
MILLION (10,000,000) shares of Preferred Stock, par value $0.001."
2. That the number of shares of the Corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation is 44,173,280; that
said change and amendment has been consented to and authorized by the written
consent of stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, Emergent Group Inc. has caused this certificate to be
signed by its President and its Secretary and its corporate seal to be hereto
affixed this 16th day of March, 2001.
EMERGENT GROUP INC.
By /s/ Mark Waldron
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Mark Waldron, President
By /s/ Amy Lai
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Amy Lai, Secretary
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STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On March 16, 2001, personally appeared before me, [ILLEGIBLE], a Notary
Public, Mark Waldron and Amy Lai, who acknowledged that they executed the above
instrument.
/s/ [ILLEGIBLE]
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(Notary Public)
[ILLEGIBLE]
NOTARY PUBLIC, State of New York
No. [ILLEGIBLE]
Qualified in Nassau County
Commission expires July 6, 2001