Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FOREX365, INC.
The undersigned, for the purpose of amending and restating the Articles of
Incorporation of Forex365, Inc. (the "Corporation") under the provisions and
subject to the requirements of the laws of the State of Nevada (particularly
Chapter 78 of the Nevada Revised Statutes and the acts mandatory thereof and
supplemental thereto), hereby certifies and declares that the Corporation's
Articles of Incorporation are hereby amended and restated in their entirety to
reads as follows:
1. The name of the Corporation is Forex365, Inc. (hereinafter sometimes
called the "Corporation").
2. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Nevada (Chapter 78 of the Nevada Revised Statutes and the
acts mandatory thereof and supplemental thereto), as amended from time to time
("NGCL"). The Corporation is to have a perpetual existence.
3. The total number of shares of stock that the Corporation is authorized
to issue is 210,000,000 shares, which are divided into two classes consisting of
(i) 200,000,000 shares of common stock, par value $0.001 per share ("Common
Stock"), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per
share ("Preferred Stock"), issuable in series as may be provided from time to
time by resolution of the Board of Directors.
A. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation (as defined in Section B, below),
the holders of the Common Stock shall exclusively possess all voting power and
each share of Common Stock shall have one vote. The Common Stock does not have
cumulative voting rights.
B. Preferred Stock. The Board of Directors is expressly authorized to
provide for the issue of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, and such designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series (a "Preferred Stock Designation") and as may be permitted by the NGCL.
4. The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
A. Election of directors need not be by ballot unless the bylaws of
the Corporation so provide. The number of directors of the Corporation shall be
such number as from time to time fixed by, or in the manner provided in, the
bylaws of the Corporation.
B. The Board of Directors shall have the power, without the assent or
vote of the stockholders: (i) to make, alter, amend, change, add to or repeal
the bylaws of the Corporation, (ii) to fix and vary the amount of capital to be
reserved for any proper purpose, (iii) to authorize and cause to be executed
mortgages and liens upon all or part of the property of the Corporation, (iv) to
determine the use and disposition of any surplus or net profits, (v) to fix the
times for the declaration and payment of dividends, and (vi) to determine from
time to time whether, and to what times and places, and under what conditions
the accounts and books of the Corporation (other than the stock ledger) or any
of them, shall be open to the inspection of the stockholders.
C. The directors in their discretion may submit any contract or act
for approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, or through a written consent in lieu of a meeting in accordance
with the requirements of the NGCL, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock of
the Corporation which is represented in person or by proxy at such meeting (or
by written consent whether received directly or through proxy) and entitled to
vote thereon (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the Corporation and
upon all the stockholders as though it had been approved, ratified or consented
to by every stockholder of the Corporation, whether or not the contract or act
would otherwise be open to legal attack because of directors' interest, or for
any other reason.
D. In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation; subject, nevertheless, to the provisions of the
statutes of Nevada, of these Articles of Incorporation, and to any bylaws from
time to time made by the stockholders; provided, however, that no bylaw so made
shall invalidate any prior act of the directors which would have been valid if
such bylaw had not been made.
5. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law if it is
proven that: (i) such director's act or failure to act constituted a breach of
his fiduciary duties as a director, and (ii) such director's breach of those
duties involved intentional misconduct, fraud or a knowing violation of law. If
the NGCL hereafter is amended to authorize the further elimination or limitation
2
of the liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended NGCL. No
amendment to or repeal of this Article 5 shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.
6. The Corporation, to the full extent permitted by Section 78.7502 of the
NGCL, as amended from time to time, shall indemnify each person that such
Section grants the Corporation the power to indemnify.
The foregoing Amended and Restated Articles of Incorporation were approved
by the Corporation's Board of Directors by unanimous written consent without a
meeting on August 13, 2008 and were adopted as of August 13, 2008 by written
consent of the holders of 23,830,000 shares of the outstanding stock of the
Corporation, which amount constituted a majority of the outstanding shares of
the Corporation entitled to vote thereon.
The undersigned, being the President of the Corporation, hereby makes and
files these Amended and Restated Articles of Incorporation and hereby declares
and certifies that the above statements are true and correct as of the date
hereof.
Executed this 14th day of August, 2008.
/s/ Kevin R. Keating
----------------------------------
Kevin R. Keating, President
3