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EXHIBIT 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
REVENGE MARINE, INC.
ARTICLE I
NAME
The name of the Corporation is Revenge Marine, Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Nevada is located
at 318 North Carson, Suite 208, Carson City, Nevada, 89701. The Corporation's
registered agent at that office is Paracorp, Inc.
ARTICLE III
The duration of the Corporation is perpetual.
ARTICLE IV
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Nevada Corporation Act.
ARTICLE V
CAPITALIZATION
The total number of shares which this Corporation is authorized to issue is
50,000,000 shares of Common Stock, par value $0.001 per share and 300,000 shares
of Preferred Stock par value $.001.
The Board of Directors shall have the power and authority to issue without
shareholder approval debentures or other securities convertible into, or
warrants or options to subscribe for or purchase, authorized shares of Common
Stock or Preferred Stock of the Corporation upon such terms and conditions as
shall be determined by action of the Board of Directors.
The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby expressly authorized to issue shares of Preferred Stock in
such series and to fix from time to time before issuance thereof the number of
shares to be included in any series and the designation, relative rights,
powers, preferences, restrictions and limitations of all shares of such series.
The authority of the Board of Directors with respect to each series shall
include, without limitation, the
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determination of any or all of the following, and the shares of each series may
vary from the shares of any other series in the following respects:
(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of
all other series;
(b) The annual dividend rate on the shares of that series, if any, and
whether such dividends shall be cumulative and, if cumulative, the
date from which dividends shall accumulate;
(c) The voting rights, if any, in addition to the voting rights
prescribed by law and the terms of exercise of such voting rights;
(d) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of
such conversion; and
(e) The redemption price for the shares in each particular series, if
redeemable, and the terms and conditions of such redemption;
(f) The preference, if any, of shares of such series in the event of
any liquidation, dissolution or winding up on the Corporation; and
(g) Any other relative rights, preferences, limitations and
restrictions applicable to that series.
The Board of Directors shall have the power and authority to issue without
shareholder approval debentures or other securities convertible into, or
warrants or options to subscribe for or purchase, authorized shares of Common
Stock of the Corporation upon such terms and conditions as shall be determined
by action of the Board of Directors.
ARTICLE VI
NO CUMULATIVE VOTING
The holders of record of the Common Stock or Preferred Stock shall have
one vote for each share held of record. Cumulative voting for the election of
directors or otherwise is not permitted.
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of record of Common Stock or Preferred Stock shall have a
preemptive right or be entitled as a matter of right to subscribe for or
purchase any: (i) shares of capital stock of the Corporation of any class
whatsoever; (ii) warrants, options or rights of the Corporation; or (iii)
securities convertible into, or carrying warrants, options or rights to
subscribe for or purchase, capital stock of the Corporation of any class
whatsoever, whether now or hereafter authorized.
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ARTICLE VIII
BOARD OF DIRECTORS
The Board of Directors shall consist of from one (1) to seven (7) directors
who shall serve as directors until the next annual meeting of shareholders or
until their respective successor is duly elected and qualified. The number of
directors may be changed from time to time in accordance with the bylaws of the
Corporation then in effect. Election of directors at a meeting of shareholders
need not be written ballot.
ARTICLE IX
AMENDMENT OF BYLAWS
The Board of Directors of the Corporation is expressly authorized and
empowered to make, alter, amend or repeal the bylaws of the Corporation and to
adopt new bylaws.
ARTICLE X
POSSIBLE CONFLICTS OF INTEREST
No agreement or transaction involving the Corporation or any other
corporation, partnership, proprietorship, trust, association or other entity in
which the Corporation owns an interest or in which a director or officer of the
Corporation has a financial interest shall be void or voidable solely for this
reason or solely because any such director or officer is present at or
participates in the approval of such agreement or transaction.
ARTICLE XI
INDEMNIFICATION
To the full extent not prohibited by the law as in effect from time to
time, the Corporation shall indemnify any person (and the heirs, executors and
representatives of such person) who is or was a director, officer, employee or
agent of the Corporation, or who, at the request of this Corporation, is or was
a director, officer, employee, agent, partner, or trustee, as the case may be,
of any other corporation, partnership, proprietorship, trust, association or
other entity in which this Corporation owns an interest, against any and all
liabilities and reasonable expenses incurred by such person in connection with
or resulting from any claim, action, suit or proceeding, whether brought by or
in the right of the Corporation or otherwise and whether civil, criminal,
administrative or investigative in nature, and in connection with an appeal
relating thereto, in which such person is a party or is threatened to be made a
party by reason of serving or having served in any such capacity.
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ARTICLE XII
NO DIRECTOR LIABILITY IN CERTAIN CASES
To the maximum extent permitted by law as in effect from time to time,
no director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of any fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director for: (i) any breach of the director's duty of loyalty
to the Corporation or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) unlawful payment of dividends or stock redemptions; or (iv) any
transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its President and
attested by its Corporate Secretary this ______ of ___________, 1998.
ATTEST:
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William A. Robinson, Secretary Donald Mitchell, President
STATE OF ________________)
)SS.
COUNTY OF _______________)
I, a Notary Public, hereby certify that on the ____ day of _____,
1998, personally appeared before me, Donald Mitchell, who after having been
duly sworn, declared that he is President and Chief Executive Officer of
Revenge Marine, Inc., that he signed the foregoing Amended and Restated
Certificate of Incorporation as his free and voluntary act and deed for and on
behalf of that Corporation for the use and purposes therein stated and that the
facts therein contained are true
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ___ day
of _________, 1998.
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Notary Public
My Commission expires:
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[seal]
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