Exhibit 3.1
Amended and Restated Articles of Incorporation
of
Barrington Sciences Corporation
Barrington Sciences Corporation (formerly known as Financial Express
Corporation), a corporation organized under the laws of the State of Nevada on
January 5, 1989, hereby amends and restates its Articles of Incorporation
pursuant to the provisions of Nevada Revised Statutes Sections 78.385, 78.390
and 78.403.1. The Articles of Incorporation of the Corporation are hereby
amended and restated as follows:
Article I -- Name
The name of this Corporation is: BARRINGTON SCIENCES CORPORATION.
Article II - Registered Agent and Registered Office
The registered agent and registered office of the Corporation are as
follows:
Prentice-Hall Corp. Systems, NV.
#E - 502 E. John Street
Carson City, Nevada 89706
This Corporation also may maintain an office or offices at such other
places within or outside the State of Nevada, as it may from time to time
determine. Corporate business of every kind and nature may be conducted, and
meetings of directors and stockholders held outside the State of Nevada, the
same as in the State of Nevada.
Article III - Purposes and Powers
This Corporation may engage in any trade or activity and transact all
lawful business, within or without the State of Nevada, for which corporations
may be incorporated pursuant to the General Corporation Laws of the State of
Nevada. The Corporation also shall have the authority to engage in any and all
such activities as are incidental or conducive to the attainment of the purpose
or purposes of this Corporation.
The Corporation shall have all the powers of a corporation organized under
the General Corporation Law of the State of Nevada.
Article IV - Duration
The duration of the Corporation's existence shall be perpetual.
Article V - Authorized Capital
Section 1. This Corporation is authorized to issue two classes of capital
stock, referred to as Common Stock and Preferred Stock, each with par value of
$0.001 per share. This Corporation shall be authorized to issue a maximum of One
Hundred Million (100,000,000) shares of Common Stock, and a maximum of
Twenty-Five Million (25,000,000) shares of Preferred Stock.
Section 2. The holders of stock designated "Common Stock" are entitled to
one (1) vote for each share held. The Board of Directors may issue the Common
Stock from time-to-time.
Section 3. The Board of Directors is hereby authorized to provide for the
issuance of Preferred Stock in one or more series from time to time in any
manner permitted by law, and may by resolution providing for the issuance
thereof, determine and state the designations, preferences, limitations, terms,
and relative rights (including without limitation, such matters as dividends,
redemption, liquidation, conversion and voting) associated with each series of
Preferred Stock, without additional shareholder approval. Unless otherwise
specifically provided in the resolution establishing any series, the Board of
Directors shall have the authority, after the issuance of shares of a series
whose number it has designated, to amend the resolution establishing such series
to decrease the number of shares of that series, but not below the number of
shares of such series then outstanding.
Section 4. The capital stock of the Corporation shall be issued for such
consideration as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the judgment of the Directors as to the value of any
property or services received in full or partial payment for shares shall be
conclusive. When shares are issued upon payment of the consideration fixed by
the Board of Directors, such shares shall be taken to be fully paid and
non-assessable.
Article VI -- Directors
Section 1. A Board of Directors shall manage the business of the
Corporation. The Board of Directors shall be composed of not less than one (1)
or more than nine (9) Directors. The specific number of Directors of this
Corporation shall be set by resolution of the Board of Directors in accordance
with the provisions of the Bylaws of the Corporation, and may be increased or
decreased from time to time in the manner provided therein, but no decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director.
Section 2. The Directors shall be divided into three (3) classes, with each
class to be as nearly equal in number as possible, as specified by resolution of
the Board of Directors or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, by the affirmative vote of a majority of all
the Directors in office. The term of office of Directors of the first class
shall expire at the first annual meeting of stockholders after their election.
The term of office of Directors of the second class shall expire at the second
annual meeting after their election. The term of office of Directors of the
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third class shall expire at the third annual meeting after their election. At
each annual meeting after such classification, a number of Directors equal to
the number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
Section 3. The stockholders may remove one or more Directors with or
without cause, but only at a special meeting called for the purpose of removing
the Director or Directors, and the meeting notice must state that the purpose,
or one of the purposes, of the meeting is removal of the Director or Directors.
Section 4. If a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of Directors, the Board of
Directors may fill the vacancy, or, if the Directors in office constitute fewer
than a quorum of the Board of Directors, they may fill the vacancy by the
affirmative vote of a majority of all the Directors in office. The stockholders
may fill a vacancy only if there are no Directors in office.
Article VII - Limitation of Liability of Directors and Officers
Section 1. No Director or Officer of this Corporation shall be personally
liable to this Corporation or its stockholders for any breach of fiduciary duty
as Officer or Director of this Corporation. This provision shall not affect
liability for acts or omissions that involve intentional misconduct, fraud, a
knowing violation of law, or the payment of dividends in violation of NRS
78.300.
Section 2. A director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for conduct as a
director, except for liability of the director: (i) for acts or omissions that
involve intentional misconduct by the director or a knowing violation of law by
the director, (ii) for conduct violating the Nevada General Corporation Law, or
(iii) for any transaction from which the director will personally receive a
benefit in money, property or services to which the director is not legally
entitled. If the Nevada General Corporation Law is amended in the future to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of this Corporation
shall be eliminated or limited to the fullest extent permitted by the Nevada
General Corporation Law, as so amended, without any requirement of further
action by the stockholders.
Article VIII - Indemnification and Insurance
Section 1. The Corporation shall indemnify any individual made a party to a
proceeding because that individual is or was a director of the Corporation and
shall advance or reimburse the reasonable expenses incurred by the individual in
advance of final disposition of the proceeding, without regard to the
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limitations in the Nevada General Corporation Law, or any other limitation which
may hereafter be enacted, to the extent such limitation may be disregarded if
authorized by the Articles of Incorporation or as permitted by applicable law.
Section 2. Any repeal or modification of this Article by the stockholders
of this Corporation shall not adversely affect any right of any individual who
is or was a director of the Corporation, which existed at the time of such
repeal or modification.
Section 3. To the fullest extent provided by Nevada General Corporation
Law, the Corporation also may indemnify any other person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
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, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
Section 4. The Corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a director,
officer, 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 for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the Corporation has the authority to indemnify him
against such liability and expenses.
Article IX - Preemptive Rights
No holder of any shares of this Corporation shall have any preemptive right
to purchase, subscribe for, or otherwise acquire any shares of this Corporation
of any class now or hereafter authorized, or any securities exchangeable for or
convertible into such shares, or warrants or other instruments evidencing rights
or options to subscribe for, purchase or otherwise acquire such shares.
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Article X - Cumulative Voting
Cumulative voting shall not be allowed in the election of directors or for
any other purpose.
Article XI - Combinations with Interested Stockholders
This Corporation shall not be governed by the provisions of NRS 78.411 to
78.444, inclusive.
Article XII - Amendment of Articles
This Corporation reserves the right to amend, alter, change or repeal any
of the provisions contained in its Articles of Incorporation in any manner now
or hereafter prescribed or permitted by law. All rights of the stockholders,
directors and officers of this Corporation are granted subject to this
reservation.
Article XIII - Contracts In Which Directors Have An Interest
No contract or other transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and another corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, is void or voidable solely
for this reason or solely because any such director or officer is present at the
meeting of the Board of Directors or a committee thereof which authorizes or
approves the contract or transaction, or joins in the execution of a written
consent which authorizes or approves the contract or transaction, or because the
vote or votes of common or interested directors are counted for that purpose, if
the circumstances specified in any of the following paragraphs exists:
(a) The fact of the common directorship, office or financial interest is
known to the Board of Directors or committee and noted in the minutes, and the
Board or committee authorizes, approves or ratifies the contract or transaction
in good faith by a vote sufficient for the purpose without counting the vote or
votes of the common or interested director or directors.
(b) The fact of the common directorship, office or financial interest is
known to the stockholders, and they approve or ratify the contract or
transaction in good faith by a majority vote of stockholders holding a majority
of the voting power. The votes of the common or interested directors or officers
must be counted in any such vote of stockholders.
(c) The fact of the common directorship, office or financial interest is
not known to the director or officer at the time the transaction is brought
before the Board of Directors of the Corporation for action.
(d) The contract or transaction is fair as to the Corporation at the time
it is authorized or approved.
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Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies a contract or transaction, and if the votes of
the common or interested directors are not counted at the meeting, then a
majority of the disinterested directors may authorize, approve or ratify a
contract or transaction.
Article XIV - Bylaws
The Board of Directors shall have the power to adopt, amend, or repeal the
Bylaws of this Corporation, subject to the power of the stockholders to amend or
repeal such Bylaws. The stockholders shall also have the power to adopt, amend
or repeal the Bylaws of this Corporation.
Article XV - Approval of Certain Actions
Except to the extent that any of the following actions are permitted to be
taken solely upon approval of the Board of Directors of the Corporation without
stockholder action pursuant to these Articles of Incorporation or applicable
Nevada General Corporation Law, any amendment of the Articles of Incorporation
of the Corporation, approval of a plan of merger or share exchange, authorizing
the sale, lease, exchange or other disposition of all, or substantially all of
the Corporation's property, authorizing dissolution of the Corporation or any
increase in the authorized capital stock of the Corporation (whether pursuant to
Article V or otherwise) or any change in the rights attached to any class of its
shares, and any other reorganization of the Corporation of any nature, shall
require approval by each voting group entitled to vote thereon by a simple
majority of all the votes entitled to be cast by that voting group.
Article XVI - Stockholder Voting on Significant Corporate Action
Any corporate action for which Nevada General Corporation Law, as then in
effect, would otherwise require approval by either two-thirds vote of the
stockholders of the Corporation or by a two-thirds vote of one or more voting
groups shall be deemed approved by the stockholders or the voting group(s) if it
is approved by the affirmative vote of the holders of a majority of shares
entitled to vote or, if approval by voting groups is required, by the holders of
a majority of shares of each voting group entitled to vote separately.
Notwithstanding this Article, effect shall be given to any other provision of
these Articles of Incorporation that specifically requires a greater vote for
approval of any particular corporate action.
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Article XVII - Stockholder Action by Written Consent
Action required or permitted to be taken at a stockholders' meeting may be
taken without a meeting or a vote if the action is taken by stockholders holding
of record or otherwise entitled to vote in the aggregate not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote on the action were present and
voted. To the extent that Nevada General Corporation Law requires prior notice
of any such action to be given to non-consenting or non-voting stockholders,
written notice of such action shall be given at least five (5) days prior to the
effective date of such action, unless a greater period is required by law.
Article XVIII - Quorum for Meetings of Stockholders
Except with respect to any greater requirement required by Nevada General
Corporation Law or the Bylaws of this Corporation, one-third of the votes
entitled to be cast on a matter by the holders of shares that are entitled to
vote and be counted collectively upon such matter, represented in person or by
proxy, shall constitute a quorum for the transaction of business at a meeting of
stockholders.
The foregoing amendment and restatement of the Articles of Incorporation
was duly adopted by stockholders representing a majority of the outstanding
shares of the Corporation entitled to vote thereon pursuant to shareholder
action taken in lieu of a shareholder meeting, as authorized under Nevada
Revised Statutes Section 78.320.2
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February
2003.
BARRINGTON SCIENCES CORPORATION
By: Lorne Broten
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Its: CFO & Treasurer
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