Exhibit 3.3
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ECOLOGY COATINGS, INC.
ARTICLE I
The name of the corporation shall be Ecology Coatings, Inc. (the
"Corporation").
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The Corporation is organized purpose of conducting any lawful business for
which a corporation may be organized under the laws of the State of Nevada.
ARTICLE IV
The aggregate number of shares that the Corporation will have authority to
issue is One Hundred Million (100,000,000), of which Ninety Million (90,000,000)
shares will be Common Stock, with a par value of $0.001 per share, and Ten
Million (10,000,000) shares will be preferred stock, with a par value of $0.001
per share. Shares of any class of stock may be issued, without shareholder
action, from time to time in one or more series as may from time to time be
determined by the board of directors. The board of directors of this Corporation
is hereby expressly granted authority, without shareholder action, and within
the limits set forth in the Nevada Revised Statutes, to:
(i) designate in whole or in part, the powers, preferences,
limitations, and relative rights, of any class of shares before the issuance of
any shares of that class;
(ii) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part, the
powers, preferences, limitations, and relative rights of the series, all before
the issuance of any shares of that series;
(iii) alter or revoke the powers, preferences, limitations, and
relative rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares;
(iv) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the series; provided
that, the number may not be decreased below
the number of shares of the series then outstanding, or increased above the
total number of authorized shares of the applicable class of shares available
for designation as a part of the series;
(v) determine the dividend rate on the shares of any class of shares
or series of shares, whether dividends will be cumulative, and if so, from which
date(s), and the relative rights of priority, if any, of payment of dividends on
shares of that class of shares or series of shares;
(vi) determine whether that class of shares or series of shares will
have voting rights, in addition to the voting rights provided by law, and, if
so, the terms of such voting rights;
(vii) determine whether that class of shares or series of shares will
have conversion privileges and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion rate in such
events as the board of directors determines;
(viii) determine whether or not the shares of that class of shares or
series of shares will be redeemable and, if so, the terms and conditions of such
redemption, including the date or date upon or after which they are redeemable,
and the amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
(ix) determine whether that class of shares or series of shares will
have a sinking fund for the redemption or purchase of shares of that class of
shares or series of shares and, if so, the terms and amount of such sinking
fund;
(x) determine the rights of the shares of that class of shares or
series of shares in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that class of shares or series of
shares; and
(xi) determine any other relative rights, preferences and limitations
of that class of shares or series of shares.
The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in any
amendment hereto shall be vested in the common stock. Accordingly, unless and
until otherwise designated by the board of directors of the Corporation, and
subject to any superior rights as so designated, the Common Stock shall have
unlimited voting rights and be entitled to receive the net assets of the
Corporation upon dissolution.
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ARTICLE V
Provisions for the regulation of the internal affairs of the Corporation
will be contained in its Bylaws as adopted by the Board of Directors. The number
of Directors of the Corporation shall be fixed by its Bylaws.
ARTICLE VI
The Corporation shall indemnify any person against expenses, including
without limitation, attorneys' fees, judgments, fines and amounts paid in
settlement, actually and reasonably incurred 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, in all circumstances in
which, and to the extent that, such indemnification is permitted and provided
for by the laws of the State of Nevada then in effect.
ARTICLE VII
To the fullest extent permitted by Chapter 78 of the Nevada Revised
Statutes as the same exists or may hereafter be amended, an officer or director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages.
ARTICLE VIII
The Corporation expressly elects not to be governed by or be subject to the
provisions of sections 78.378 through 78.3793 of the Nevada Revised Statutes or
any similar or successor statutes adopted by any state which may be deemed to
apply to the Corporation from time to time.
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