Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GLOBAL AIRCRAFT SOLUTIONS, INC.
Formerly
RENEGADE VENTURE (NEV.) CORPORATION
(A Nevada Corporation)
FIRST. The name of this corporation is GLOBAL AIRCRAFT SOLUTIONS, INC.
SECOND. The Corporation's Registered Office in the State of Nevada is
located at 2533 N. Carson Street, Carson City, Nevada 89706. The Corporation's
Resident Agent at this address is Laughlin Associates, Inc.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Nevada. The Corporation may conduct all or any part of its business, and
may hold, purchase, mortgage, lease and convey real and personal property,
anywhere in the world. The Corporation shall have perpetual duration.
FOURTH. The name and mailing address of the Incorporator is:
Name Mailing Address
---- ---------------
John D. Brasher, Jr.` 90 Madison Street, Suite 707
Denver, CO 80206
Upon the filing of this certificate of Incorporation the powers of the
Incorporator shall terminate. The names and addresses of the person or persons
who are to serve as directors until the first annual meeting of shareholders or
until their successors are duly elected and have qualified are:
Name Mailing Address
---- ---------------
Rand J. Sasaki 2439 West Coast Highway, Suite 202
Newport Beach, CA 92663
{CAPITAL STOCK}
FIFTH. The aggregate number of shares of capital stock of all classes which
the Corporation shall have authority to issue is ONE HUNDRED FIVE MILLION
(105,000,000), of which ONE HUNDRED MILLION (100,000,000) shares having a par
value of $.001 per share shall be of a class designated "Common Stock" (or
"Common Shares") and FIVE MILLION (5,000,000) shares having a par value of $.001
per share shall be of a class designated "Preferred Stock" (or "Preferred
Shares".) All shares of the Corporation shall be issued for such consideration
or considerations as the Board of Directors may from time to time determine. The
designations, voting powers, preferences, optional or other special rights and
qualifications, limitations, or restrictions of the above classes of stock shall
be as follows:
I. PREFERRED STOCK
(a) Issuance in Class and Series. Shares of Preferred Stock may be issued in one
or more classes or series at such time or times as the Board of Directors may
determine. All shares of any one series shall be of equal rank and identical in
all respects.
(b) Authority of Board for Issuance. Authority is hereby expressly granted to
the Board of Directors to fix from time to time, by resolution or resolutions
providing for the issuance of any class or series of Preferred Stock, the
designation of such classes and series and the powers, preferences and rights of
the shares of such classes and series, and the qualifications, limitations or
restrictions thereof, including the following:
1. The distinctive designation and number of shares comprising such class
or series, which number may (except where otherwise provided by the Board of
Directors in creating such class or series) be increased or decreased but not
below the number of shares then outstanding) from time to time by action of the
Board of Directors;
2. The rate of dividend, if any, on the shares of that class or series,
whether dividends shall be cumulative and, if so, from which date or dates, the
relative rights of priority, if any, of payment of dividends on shares of that
class or series over shares of any other class or series;
3. Whether the shares of that class or series shall he redeemable at the
option of the Corporation or of the holder of the shares or of another person or
upon the occurrence of a designated event and, if so, the terms and conditions
of such redemption, including the date or dates upon or after which they shall
be redeemable, and the amount per share payable in ~se of redemption, which
amount may vary under different conditions and different redemption dates;
4. Whether that class or series shall have a sinking fund for the
redemption or purchase of shares of that class or series and, if so, the terms
and amounts payable into such sinking fund;
5. The rights to which the holders of the shares of that series shall be
entitled in the event of voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, relative rights of
priority; if any, of payment of shares of that class or series;
6. Whether the shares of that class or series shall be convertible into or
exchangeable for shares of stock of any class or any other series of Preferred
Stock and, if so, the terms and conditions of such conversion or exchange,
including the method of adjusting the rates of conversion or exchange in the
event of a stock split, stock dividend, combination of shares or similar event;
7. Whether the issuance of any additional shares of such class or series,
or of any shares of any other class or series, shall be subject to restrictions
as to issuance, or as to the powers, preferences or rights of any such other
class or series;
8. Any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of such class or series, as the Board of Directors may deem
advisable and as shall not be inconsistent with the provisions of the
Corporation's Charter, as from time to time amended, and to the full extent now
or hereinafter permitted by the laws of Nevada.
(c) Dividends. Payment of dividends shall be as follows:
1. The holders of Preferred Stock of each class or series, in preference to
the holders of Common Stock, shall be entitled to receive, as and when declared
by the Board of Directors out of funds legally available therefore, all
dividends, at the rate for such class or series fixed in accordance with the
provisions of this Article FIFTH and no more;
2. Dividends may be paid upon, or declared or set aside for, any class or
series of Preferred Stock in preference to the holders of any other class or
series of Preferred Stock in the manner determined by the resolutions of the
Board of Directors authorizing and creating such class or series;
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3. So long as any shares of Preferred Stock shall be outstanding, in no
event shall any dividend, whether in cash or in property, be paid or declared
nor shall any distribution be made, on the Common Stock, nor shall any shares of
Common Stock be purchased, redeemed or otherwise acquired for value by the
Corporation, unless all dividends on all cumulative classes and series Preferred
Stock with respect to all past dividend periods, and unless all dividends on all
classes and series of Preferred Stock for the then current dividend period shall
have been paid or declared, and provided for, and unless the Corporation shall
not be in default with respect to any of its obligations with respect to any
sinking fund for any class or series of Preferred Stock The foregoing provisions
of this subparagraph (3) shall not, however, apply to any dividend payable in
Common Stock;
4. No dividend shall be deemed to have accrued on any share of Preferred
Stock of any class or series with respect to any period prior to the date of the
original issue of such share or the dividend payment date immediately preceding
or following such date of original issue, as may be provided in the resolutions
of the Board of Directors creating such class or series. Preferred Stock shall
not be entitled to participate in any dividends declared and paid on Common
Stock, whether payable in cash, stock or otherwise. Accruals of dividends shall
not pay interest.
(d) Dissolution or Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution of assets or winding-up of the Corporation, the holders
of the shares of each class or series of Preferred Stock then outstanding shall
be entitled to receive out of the net assets of the Corporation, but only in
accordance with the preferences, if any, provided for such series, before any
distribution or payment shall he made to the holders of Common Stock, the amount
per share fixed by the resolution or resolutions of the Board of Directors to be
received by the holder of each such share on such voluntary or involuntary
liquidation, dissolution, distribution of assets or winding-up, as the case may
be. If such payment shall have been made in full to the holders of all
outstanding Preferred Stock of all classes and series, or duly provided for, the
remaining assets of the Corporation shall be available for distribution among
the holders of Common Stock as provided in this Article FIFTH. If upon any such
liquidation, dissolution, distribution of assets or winding-up, the net assets
of the Corporation available for distribution among the holders of any one or
more classes or series of Preferred Stock which (i) are entitled to a preference
over the holders of Common Stock upon such liquidation, dissolution,
distribution of assets or winding-up, and (ii) rank equally in connection
therewith, shall be insufficient to make payment for the preferential amount to
which the holders of such shares shall be entitled, then such assets shall be
distributed among the holders of each such series of Preferred Stock ratably
according to the respective amounts to which they would be entitled in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full. Neither the consolidation nor
merger of the Corporation, nor the exchange, sale, lease or conveyance (whether
for cash, securities or other property) of all, substantially all or any part of
its assets, shall be deemed a liquidation, dissolution, distribution of assets
or winding-up of the Corporation within the meaning of this provision.
(e) Voting Rights. Except to the extent otherwise required by law or provided in
the resolution of the Board of Directors adopted pursuant to authority granted
in this Article FIFTH, the shares of Preferred Stock shall have no voting power
with respect to any matter whatsoever. The Board of Directors may determine
whether the shares of any class or series shall have limited, contingent, full
or no voting rights, in addition to the voting rights provided by law and, if
so, the terms of such voting rights. Whenever holders of Preferred Stock are
entitled to vote on a matter, each holder of record of Preferred Stock shall be
entitled to one vote for each share standing in his name on the books of the
Corporation and entitled to vote.
II. COMMON STOCK
(a) Issuance. The Common Stock may be issued from time to time in one or
more classes or series in any manner permitted by law, as determined by the
Board of Directors and stated in the resolution or resolutions providing for
issuance thereof. Each class or series shall be appropriately designated, prior
to issuance of any shares thereof, by some distinguishing letter, number or
title. All shares of each class or series of Common Stock shall be alike in
every particular and shall be of equal rank and have the same power, preferences
and rights, and shall be subject to the same qualifications, limitations and
restrictions, if any.
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(b) Voting Powers. The Common Stock may have such voting powers (full,
limited, contingent or no voting powers), such designations, preferences and
relative, participating, optional or other special rights, and be subject to
such qualifications, limitations and restrictions, as the Board of Directors
shall determine by resolution or resolutions. Unless otherwise resolved by the
Board of Directors at the time of issuing Common Shares, (i) each Common Share
shall be of the same class, without any designation, preference or relative,
participating, optional or other spe6al rights, and subject to no qualification,
limitation or restriction, and (ii) Common Shares shall have unlimited voting
rights, including but not limited to, the right to vote in elections for
directors, and each holder of record of Common Shares entitled to vote shall
have one vote for each share of stock standing in his name on the books of the
Corporation and entitled to vote.
(c) Dividends. After the requirements with respect to preferential
dividends, if any, on Preferred Stock, and after the Corporation shall have
complied with all requirements, if any, with respect to the setting aside of
sums in a sinking fund for the purchase or redemption of shares of any class or
series of Preferred Stock, then and not otherwise, the h6lders of Common Stock
shall receive, to the extent permitted by law, such dividends as may be declared
from time to time by the Board of Directors.
(d) Dissolution or Liquidation. After distribution in fall of the
preferential amount, if any, to be distributed to the holders of Preferred
Stock, in the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, the holders of Common
Stock shall be entitled to receive all the remaining assets of the Corporation
of whatever kind available for distribution to shareholders ratably in
proportion to the number of shares of Common Stock respectively held by them.
III. GENERAL MATTERS
(a) Capital. The portion of the consideration received by the Corporation
upon issuance of any of its shares that shall constitute "capital" within the
meaning of the General Corporation Law of Nevada shall be (1) in the case of par
value shares, the par value thereof, and (2) in the case of shares without par
value, the stated value of such shares as determined by the Board of Directors
at the time of issuance; provided, that if no stated value is determined at the
time that shares without par value are issued, the entire consideration to be
received for the shares shall constitute capital.
(b) Fully Paid and Nonassessable. Any and all shares of Common or Preferred
Stock issued by the Corporation for which not less than the portion of the
consideration to be received determined to be "capital" has been paid to the
Corporation, provided the Corporation has received a promissory note or other
binding legal obligation of the -purchaser to pay the balance thereof, shall be
deemed fully paid and nonassessable shares.
(c) Amendment of Shareholder Rights. So long as no shares of any class or
series established by resolution of the Board of Directors have been issued, the
voting rights, designations, preferences and relative, optional, participating
or other rights of these shares may be amended by resolution of the Board of
Directors.
(d) Status of Certain Shares. Shares of Preferred or Common Stock which
have redeemed, converted, exchanged, purchased, retired or surrendered to the
Corporation, or which have been reacquired in any other manner, shall have the
status of authorized and unissued shares and may be reissued by the Board of
Directors as shares of the same or any other series, unless otherwise provided
herein or in the resolution authorizing and establishing the shares.
(e) Denial of Preemptive Rights. No holder of any shares of the Corporation
shall be entitled as a matter of right to subscribe for or purchase any part of
any new or additional issue of stock of any class or of securities convertible
into or exchangeable for stock of any class, whether now or hereafter authorized
or whether issued for money, for a consideration other than money, or by way of
dividend.
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(f) Convertibility. Common Shares or other shares of any class or series,
and notes, debentures, bonds and other debt instruments issued by the
Corporation or any affiliated company, may be made convertible into or
exchangeable for, at the option of the Corporation or the holder or upon the
occurrence of a specified event, shares of any other class or classes or any
other series of the same or any other class or classes of shares of the
Corporation, at such price or prices or at such rate or rates of exchange and
with such adjustments as shall be set forth in the resolution or resolutions
providing for the issuance of such convertible or exchangeable shares adopted by
the Board of Directors.
(g) Redeemability. Common Shares may be made redeemable at the option of
the Corporation or upon the occurrence of a designated event, if and to the
extent now or subsequently allowed by the General Corporation Law of Nevada, as
such law may subsequently be amended, and the terms and conditions of
redemption, including the date or dates upon or after which they shall be
redeemable, the amount per share payable in case of redemption and any variance
in the amount or amounts payable, among other terms, conditions and limitations
which may be imposed, may he fixed and established by the Board of Directors in
the resolution or resolutions authorizing the issuance of redeemable Common
Shares.
{VOTING OF SHAREHOLDERS}
SIXTH. The following provisions are hereby adopted for the purpose of
regulating certain matters relating to the voting of shareholders of the
Corporation:
(a) Definitions. Whenever the term 'total voting power" appears in this
Charter, it shall mean all shares of the Corporation entitled to vote at a
meeting or on a question presented for shareholder approval, and of every class
or series of shares entitled to vote by class or series. Whenever the term
"votes cast" appears in this Charter, it shall mean the total number of voting
shares out of the total voting power which were unequivocally voted in favor of
or against a director standing for election or a matter presented for
shareholder approval at a legal meeting which commenced with a quorum.
(b) Quorum. A majority of the total voting power, or where a separate vote
by class or series is required, a majority of the voting shares of each such
class or series, represented in person or by proxy, shall constitute a quorum at
any meeting of the Corporation's shareholders.
(c) Vote Required. Any action to be taken by the Corporation's shareholders
at any valid meeting which commenced with a quorum shall require the affirmative
vote only of a majority of the votes cast, except where this Charter or the
Corporation's Bylaws then in effect requires the affirmative vote of a higher
proportion of the votes cast or requires the affirmative vote of a proportion of
the total voting power, and except where the Nevada General Corporation Law
specifically requires the affirmative vote of a majority of all the votes
entitled to be cast. Directors shall be elected by plurality vote. Abstentions
from voting shall not be considered in the tallying of votes. Nothing contained
in this Article SIXTH shall affect the voting rights of holders of any class or
series of shares entitled to vote as a class or by series. The Bylaws may
provide for the vote necessary at any adjournment of a duly called meeting for
which a quorum was not obtained.
(d) Manner of Voting; Etc. The vote of shareholders may be taken at a
meeting by a show of hands or other method authorized by the Board of Directors.
Written ballots shall be used only upon authorization of the Board of Directors
or as provided in the Corporation's Bylaws. Cumulative voting shall not be
allowed in the election of directors.
(e) Action Without Meeting. Any action required or permitted to be taken at
a meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by shareholders holding at least a majority of the voting
power, except that if a different proportion of voting power is required for
such an action at a meeting, then that proportion of written consents is
required.
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(f) Shareholder Ratification. Any contract, transaction, or act of the
Corporation or of the directors which shall be ratified by vote of the
shareholders at any annual meeting, or at any special meeting called for such
purpose, or by means of a written consent of shareholders in lieu of a meeting,
shall so far as permitted by law be as valid and as binding as though ratified
by every shareholder of the Corporation.
{CONCERNING SHAREHOLDERS, DIRECTORS AND OFFICERS}
SEVENTH. The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation and of the
directors, officers and shareholders:
(a) Number of Directors. The number of Directors shall be as fixed in the
Bylaws. In the absence of such provision in the Bylaws, the Corporation shall
have one (1) Director. Directors shall be elected by plurality vote and need not
be elected by written ballot, except as provided in the Bylaws.
(b) Removal of Directors. A director of the Corporation, or the entire
Board of Directors of the Corporation, may be removed by the shareholders, with
or without cause, only upon the affirmative vote of the holders of not less than
two-thirds (2/3) of the total voting power, without considering the vote of the
director or directors sought to be removed.
(c) Removal of Officers and Employees. Unless the Bylaws otherwise provide,
any officer or employee of the Corporation may be removed at any time with or
without cause by the Board of Directors or by any committee or superior officer
upon whom such power of removal may be conferred by the Bylaws or by authority
of the Board of Directors, without prejudice, however, to existing contractual
rights.
(d) Corporate Opportunities. The officers, directors and other members of
management of the Corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to any business opportunity (i) of a
type falling within the regular business or operations of the Corporation, or
(ii) in which the Corporation has expressed an interest as determined from time
to time by the Corporation's Board of Directors as evidenced by resolutions
appearing in the Corporation's minutes. All such business opportunities which
come to the attention of the officers, directors, and other members of
management of the Corporation shall be disclosed promptly to the Corporation and
made available to it. The Board of Directors may reject any business opportunity
presented to it, and only thereafter may any officer, director or other member
of management avail himself of such opportunity. The provisions of this
paragraph shall not be construed to release any employee of the Corporation from
any fiduciary duties which he may have to the Corporation.
{BYLAWS}
EIGHTH. The initial Bylaws of the Corporation shall be adopted by its Board
of Directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws
shall be vested in the Board of Directors, subject to the right of the
shareholders to alter, amend or repeal such Bylaws or adopt new Bylaws. The
Bylaws may contain any provisions for the regulation and management of the
affairs of the Corporation not inconsistent with law or this Charter.
{INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS}
NINTH. The following provisions are hereby adopted for the purpose of
defining and regulating certain rights of directors, officers and others in
respect of indemnification and related matters.
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(a) Actions, Suits or Proceedings Other than by or in the Right of the
Corporation. The Corporation may indemnify any 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
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was or has agreed to become a director, officer, employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner 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, shall 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 or that, with respect to
any criminal proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(b) Actions or Suits by or in the Right of the Corporation. The Corporation
may indemnify any 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 by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was or has agreed to become a director, officer, employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges and expenses (including amounts paid in settlement and attorney's
fees) actually and reasonably incurred by him or on his behalf in connection
with the defense or settlement of such action or suit and any appeal therefrom,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation. No indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction after exhaustion of all
appeals therefrom to be liable to the Corporation or for amounts paid in
settlement to the Corporation unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the court shall deem proper.
(c) Indemnification for Costs, Charges and Expenses of Successful Party.
Notwithstanding the other provisions of this Article NINTH, to the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit or proceeding referred
to in Sections (a) and (1) of this Article NINTH, or in defense of any claim,
issue or matter therein, he shall be indemnified against all costs, charges and
expenses (including attorney's fees) actually and reasonably incurred by him or
on his behalf in connection therewith.
(d) Determination of Right to Indemnification. Any indemnification under
Sections (a) and (b) of this Article NINTH (unless ordered by a court) shall be
paid by the Corporation unless a determination is made (i) by a disinterested
majority of the Board of Directors who were not parties to such action, suit or
proceeding, or (ii) if such disinterested majority of the Board of Directors so
directs or cannot be obtained, by independent legal counsel in a written
opinion, or (ii) by the shareholders, that indemnification of the director or
officer is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Sections (a) and ( b) of this Article NINTH.
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(e) Advances of Costs, Charges and Expenses. Costs, charges and expenses
(including attorney's fees) incurred by a person referred to in Sections (a) or
(1) of this Article NINTH in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding; provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article, accompanied by evidence satisfactory to the Board of
Directors of ability to make such repayment. Such costs, charges and expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the majority of the Directors deems appropriate. The
majority of the Directors may, in the manner set forth above, and upon approval
of such director, officer, employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.
(f) Procedure for Indemnification. Any indemnification under Sections (a),
(b) and (c), or advance of costs, charges and expenses under Section (e) of this
Article NINTH, shall be made promptly, and in any event within 60 days, upon the
written request of the director or officer. The right to indemnification or
advances as granted by this Article shall he enforceable by the director or
officer in any court of competent jurisdiction if the Corporation denies such
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, m whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs, charges and expenses under Section (e) of this Article NINTH where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Sections (a) or (b) of
this Article NINTH, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections (a) or (1) of this Article NINTH, nor
the fact that there has been an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(g) Settlement If in any action, suit or proceeding, including any appeal,
within the scope of Sections (a) or (b) of this Article NINTH, the person to be
indemnified shall have unreasonably failed to enter into a settlement thereof,
then, notwithstanding any other provision hereof, the indemnification obligation
of the Corporation to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could reasonably have been effected.
(h) Other Rights; Continuation of Right to Indemnification. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which any director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office or while employed by or acting as agent for the Corporation, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All rights to indemnification under this Article
shall be deemed to be a contract between the Corporation and each director or
officer of the Corporation who serves or served in such capacity at any time
while this Article NINTH is in effect. Any repeal or modification of this
Article NINTH or any repeal or modification of relevant provisions of the
General Corporation Law of Nevada or any other applicable laws shall not in any
way diminish any rights to indemnification of such director, officer, employee
or agent or the obligations of the Corporation arising hereunder. This Article
NINTH shall be binding upon any successor corporation to this Corporation,
whether by way of acquisition, merger, consolidation or otherwise.
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(i) Exceptions to Indemnification Right. Notwithstanding any other language
in this Charter, the Corporation shall not be obligated pursuant to the terms of
this Charter:
(1) Claims Initiated by Indemnitee. To indemnify or advance expenses
to any person with respect to proceedings or claims initiated or brought
voluntarily by him or her and not by way of defense, expect with respect to
proceedings brought to establish or enforce a right to indemnification
under this Charter or any other statue or law or otherwise as required
under the General Corporation Law of Nevada, but such indemnification or
advancement of expenses may be provided by the Corporation in specific
cases if the Board of Directors finds it to be appropriate; or
(2) Lack of Good Faith. To indemnify any person for any expenses
incurred by him or her with respect to any proceeding instituted by him or
her to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by him or
her in such proceeding was not made in good faith or was frivolous;
(3) Insured Claims. To indemnity any person for expenses or
liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) which have bee~ paid directly to him or her by an insurance
carrier under a policy of officers' and directors' liability insurance
maintained by the Corporation.
(4) Claims Under Section 16(b). To indemnify any person for expenses
or the payment of profits arising from the purchase and sale by him or her
of securities in violation of Section 16(b) of the Securities Exchange Act
of 1934, as amended, or any similar or successor statute.
(j)Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was or has agreed to become 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 any liability
asserted against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnity him against such liability under the provisions of this
Article NINTH; provided, however, that such insurance is available on acceptable
terms, which determination shall be made by a vote of a majority of the
Directors.
(k)Savings Clause. If this Article NINTH or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation (i) shall nevertheless indemnify each director and officer of the
Corporation and (ii) may nevertheless indemnity each employee and agent of the
Corporation, as to any cost, charge and expense (including attorney's fees),
judgment, fine and amount paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Corporation, to the full extent permitted by
any applicable portion of this Article NINTH that shall not have been
invalidated and to the fill' extent permitted by applicable law.
(l) Amendment. No amendment, termination or repeal of this Article NINTH
shall affect or impair in any way the rights of any director or officer of the
Corporation to indemnification under the provisions hereof with respect to any
action, suit or proceeding arising out of, or relating to, any actions,
transactions or facts occurring prior to the final adoption of such amendment,
termination or appeal.
(m)Subsequent Legislation. If the General Corporation Law of Nevada is
amended after adoption of this Charter to further expand the indemnification
permitted to directors, officers, employees or agents of the Corporation, then
the Corporation shall indemnity such persons to the fullest extent permitted by
the General Corporation Law of Nevada, as so amended
(n) Restriction. Notwithstanding any other provision hereof whatsoever, no
person shall be indemnified under this Article NINTH who is adjudged liable for
(i) a breach of duty to the Corporation or its shareholders that resulted in
personal enrichment to which he was not legally entitled, (ii) intentional fraud
or dishonesty or illegal conduct, or (iii) for any other cause prohibited by
applicable state or federal law, unless a court determines otherwise.
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{EXCLUSION OF DIRECTOR LIABILITY}
TENTH. As authorized by Section 78.037(1) of the General Corporation Law of
Nevada, no director or officer of the Corporation shall be personally liable to
the Corporation or any shareholder thereof for monetary damages for breach of
his fiduciary duty as a director or officer, except for liability for (a) any
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (b) any payment of dividends in violation of Section 78.300
of the General Corporation Law of Nevada, as it now exists or may hereafter be
amended. This Article TENTH shall apply to a person who has ceased to be a
director or officer of the Corporation with respect to any breach of fiduciary
duty which occurred when such person was serving as a director or officer. This
Article TENTH shall not be construed to limit or modify in any way any
director's or officer's right to indemnification or other right whatsoever under
this Charter, the Corporation's Bylaws or the General Corporation Law of Nevada.
If the General Corporation Law of Nevada hereafter is amended to authorize the
further elimination or limitation of the liability of directors or officers
generally, then the liability of the Corporation's directors and officers, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the General Corporation Law of Nevada
as so amended. Any repeal or modification of this Article TENTH by the
shareholders shall be prospective only and shall not adversely affect any
limitation on the personal liability of any director or officer existing at the
time of such repeal or modification.
{AMENDMENT}
ELEVENTH. The Corporation reserves the right to amend, restate or repeal
any provision contained in this Charter, in the manner now or hereafter
prescribed by statute, and all rights conferred on shareholders are granted
subject to this reservation.
{INAPPLICABILITY OF CONTROL SHARE ACQUISITION STATUTE}
TWELFTH. The Corporation expressly elects not to be governed by Sections
78.378 through 78.3793 of the General Corporation Law of Nevada (concerning
acquisitions of controlling interest in corporations), as it now exists or may
hereafter be amended, or any successor statute. The affirmative vote of at least
a majority of the total voting power shall be required to amend, repeal or adopt
any provision inconsistent with this Article TWELFTH.
IN WITNESS WHEREOF, the undersigned, being the President of Global Aircraft
Solutions, Inc., formerly Renegade Venture (NEV.) Corporation pursuant to the
vote of the shareholders of the Corporation does hereby make and file this
Amended and Restated Articles of Incorporation for GLOBAL AIRCRAFT SOLUTIONS,
INC. formerly RENEGADE VENTURE (NEV.) CORPORATION.
DATED. December 7, 2004
PRESIDENT
/s/ John Sawyer
------------------------------------
John Sawyer
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