AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PRINCETON OIL & GAS, INC.
The undersigned corporation1 pursuant to the provisions of the Colorado
Business Corporation Act, as amended, adopts the following Amended and Restated
Articles of Incorporation:
FIRST: The corporate name and style of this corporation shall be changed
from Princeton Oil & Gas, Inc. to Princeton Management Corporation.
SECOND: The purposes for which the corporation is organized and its powers
are as follows:
A. To engage in any lawful business or activity for which corporations may
be organized under the laws of the State of Colorado; and
B. To have, enjoy, and exercise all of the rights, powers, and privileges
conferred upon any corporation incorporated pursuant to Colorado law, whether
now or hereafter in effect, and whether or not herein specifically mentioned.
THIRD: The said Corporation is to have perpetual existence unless dissolved
according to law.
FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is 120,000,000, of which 20,000,000 shall be Preferred
Shares, $.01 par value per share, and 100,000,000 shall be Common Shares, $.0001
par value per share, and the designations, preferences, limitations and relative
rights of the shares of each such class are as follows:
A. Preferred Shares
The Corporation may divide and issue the Preferred Shares into
series. Preferred Shares of each series, when issued, shall be designated
to distinguish it from the shares of all other series of the class of
Preferred Shares. The Board of Directors is hereby expressly vested with
authority to fix and determine the relative rights and preferences of the
shares of any such series so established to the fullest extent permitted
by these Articles of Incorporation and the laws of the State of Colorado
in respect to the following:
(a) The number of shares to constitute such series, and the
distinctive designations thereof;
(b) The rate and preference of dividend, if any, the time of
payment of dividend, whether dividends are cumulative and the
date from which any dividend shall accrue;
(c) Whether the shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(d) The amount payable upon shares in the event of
involuntarily liquidation;
(e) The amount payable upon shares in the event of
voluntary liquidation;
(f) Sinking fund or other provisions if any, for the
redemption or purchase of shares;
(g) The terms and conditions on which shares may be converted,
if the shares of any series are issued with the privilege of
conversion;
(h) Voting powers if any; and
(i) Any other relative right and preferences of shares of such
series, including, without limitation, any restriction on an
increase in the number of shares of any series theretofore
authorized and any limitation or restriction of rights or
powers to which shares of any further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to receive
dividends or share in the distribution of assets in the event
of liquidation, dissolution or winding up of the affairs of
the Corporation shall be subject to the preferences,
limitations and relative rights of the Preferred Shares fixed
in the resolution or resolutions which may be adopted from
time to time by the Board of Directors of the Corporation
providing for the issuance of one or more series of the
Preferred Shares.
(b) The holders of the Common Shares shall have unlimited
voting rights and shall constitute the sole voting group of
the Corporation, except to the extent any additional voting
groups or groups may hereafter be established in accordance
with the Colorado Business Corporation Act, and shall be
entitled to one vote for each share of Common Stock held by
them of record at the time for determining the holders thereof
entitled to vote.
FIFTH: Cumulative voting shall not be permitted in the election of
directors or otherwise.
SIXTH: A shareholder of the Corporation shall not be entitled to a
preemptive right to purchase, subscribe for, or otherwise acquire any
unissued or treasury shares of stock of the Corporation, or any options or
warrants to purchase, subscribe for or otherwise acquire any such unissued
or treasury shares or any shares, bonds, notes, debentures, or other
securities convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares.
SEVENTH: The corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be
managed under the direction of, a board of directors. The number of
directors of the corporation shall be fixed by the bylaws, or if the
bylaws fail to fix such a number, then by resolution adopted from time to
time by the board of directors, provided that the number of directors
shall conform to the applicable laws of the State of Colorado.
EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
A. Conflicting interest Transactions. As used in this paragraph,
"conflicting interest transactions" means any of the following; (i) a loan
or other assistance by the corporation to a director of the corporation or
to an entity in which a director of the corporation is a director or
officer or has a financial interest; (ii) a guaranty by the corporation of
an obligation of a director of the corporation or of an obligation of an
entity in which a director of the corporation is a director or officer or
has a financial interest; or (iii) a contract or transaction between the
corporation and a director of the corporation or between the corporation
and an entity in which a director of the corporation is a director or
officer or has a financial interest. No conflicting interest transaction
shall be void or voidable, be enjoined, be set aside, or give rise to an
award of damages or other sanctions in a proceeding by a shareholder or by
or in the right of the corporation, solely because the conflicting
interest transaction involves a director of the corporation or an entity
in which a director of the corporation is a director or officer or has a
financial interest, or solely because the director is present at or
participates in the meeting of the corporation's board of directors or of
the committee of the board of directors which authorizes, approves or
ratifies a conflicting interest transaction, or solely because the
director's vote is counted for such purpose, if: (a) the material facts as
to the director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the board of directors
or the committee, and the board of directors or committee in good faith
authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than quorum; or (b) the
material facts as to the director's relationship or interest and as to the
conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest
transaction is specifically authorized, approved or ratified in good faith
by a vote of the shareholders; or (c) a conflicting interest transaction
is fair as to the corporation as of the time it is authorized, approved or
ratified by the board of directors, a committee thereof, or the
shareholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes, approves or ratifies the conflicting interest
transaction.
B. Loans and Guarantees for the Benefit of Directors. Neither the board of
directors nor any committee thereof shall authorize a loan by the
Corporation to a director of the Corporation or to an entity in which a
director of the Corporation is a director or officer or has a financial
interest, or a guaranty by the Corporation of an obligation of a director
of the Corporation or of an obligation of an entity in which a director of
the Corporation is a director or officer or has a financial interest until
at least ten days written notice of the proposed authorization of the loan
or guaranty has been given to the shareholders who would be entitled to
vote thereon if the issue of the loan or guarantee was submitted to a vote
of the shareholders. The requirements of this subparagraph B are in
addition to, and not in substitution for, the provisions of subparagraph A
of this Article.
NINTH: The following provisions are in furtherance of and not in limitation
or exclusion of the powers conferred by law for indemnification and limitation
on director's
liability.
A. Indemnification. The Corporation shall indemnity, to the maximum extent
permitted by law, any person who is or was a director, officer, agent
fiduciary or employee of the Corporation against any claim, liability or
expense arising against or incurred by such person made party to a
proceeding because he is or was a director, officer, agent, fiduciary or
employee of the Corporation or because he is or was serving another entity
or employee benefit plan as a director, officer, partner, trustee,
employee, fiduciary or agent at the Corporation's request. The Corporation
shall further have the authority to the maximum extent permitted by law to
purchase and maintain insurance providing such indemnification.
B. Limitation on Director's Liability. No director of this Corporation
shall have any personal liability for monetary damages to the Corporation
or its shareholders for beach of his fiduciary duty as a director, except
that this provision shall not eliminate or limit the personal liability of
a director to the Corporation or its shareholders for monetary damages
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) voting
for or assenting to a distribution in violation of Colorado Revised
Statutes ss. 7-106-401 or the Articles of Incorporation if it is
established that the director did not perform his duties in compliance
with Colorado Revised Statutes ss. 7-10-401, provided that the personal
liability of a director in this circumstances shall be limited to the
amount of the distribution which exceeds what could have been distributed
without violation of Colorado Revised Statutes ss. 7-l06-401 or the
Articles of Incorporation; or (iv) any transaction from which the director
directly or indirectly derives an improper personal benefit. Nothing
contained herein will be construed to deprive any director of his right to
all defenses ordinarily available to a director nor will anything herein
be construed to deprive any director of any right he may have for
contribution from any other director or other person.
C. Negotiation of Equitable Interests in Shares or Rights. Unless a person
is recognized as a shareholder through procedures established by the
Corporation pursuant to Colorado Revised Statutes ss. 7.107.204 or any
similar law, the Corporation shall be entitled to treat the registered
holder of any shares of the Corporation as the owner thereof for all
purposes permitted by the Colorado Business Corporation Act, including
without limitation all rights deriving from such shares and the
Corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shaves on the
part of any other person including without limitation, a purchaser,
assignee or transferee of such shares, unless and until such other person
becomes the registered holder of such shares or is recognized as such,
whether or not the Corporation shall have either actual or constructive
notice of the claimed interest of such other person. By way of example and
not of limitation, until such other person has become the registered
holder of such shares or is recognized pursuant to Colorado Revised
Statutes ss. 7-107.204 or any similar applicable law, he shall not be
entitled: (i) to receive notice or the meetings of the shareholders; (ii)
to vote at such meetings; (iii) to examine a list of the shareholders;
(iv) to be paid dividends or other distributions payable to shareholders;
or (v) to own, enjoy and exercise any other rights deriving from such
shares against the corporation. Nothing contained herein will be construed
to deprive any beneficial shareholder, as defined in Colorado Revised
Statutes ss.7-113-101(1), of any right he may have pursuant to Article 113
of the Colorado Business Corporation Act or any subsequent law.
TENTH: The Board of Directors and stockholders of the Corporation shall
have the right to hold their meetings outside of the State of Colorado when
deemed most convenient or to the best interest of the Corporation.
ELEVENTH: The street address of the registered office of the Corporation
shall henceforth be 2851 South Parker Road, Suite 720, Aurora, Co1orado 80014,
and the name of the registered agent at such address shall be changed to Andrew
I. Te1sey.
TWELFTH: Except as the bylaws adopted by the shareholders may provide for
a greater quorum requirement, a majority of the votes entitled to be cast on any
matter by each voting group entitled to vote on a matter shall constitute a
quorum of that voting group for action on that matter at any meeting of
shareholders. Except as bylaws adopted by the shareholders may provide for a
greater voting requirement and except as is otherwise provided by the Colorado
Business Corporation Act, with respect to action on any amendment to these
Articles of Incorporation, on a plan of merger or share exchange, on the
disposition of substantially all of the property of the Corporation, on the
granting of consent to the disposition of property by an entity controlled by
the Corporation, on the dissolution of the Corporation, or on any matter other
than the election of directors such action is approved if a quorum exists and if
the votes cast favoring the action exceed the votes cast opposing the action.
Any bylaw adding, changing, or deleting a greater quorum or voting requirement
for shareholders shall meet the same quorum requirement and be adopted by the
same vote required to take action under the quorum and voting requirements then
in effect or proposed to be adopted, whichever are greater.
THIRTEENTH: The address of the principal office of the corporation is 5650
Greenwood Plaza Blvd., Suite 216, Englewood, Colorado 80111.
DATED the 1st day of November, 1996.
/s/ Greg Simond
President
The undersigned hereby consents to his appointment as the registered agent
for the Corporation.
/s/ Andrew I. Telsey
ARTICLES OF SHARE EXCHANGE
THIS IS TO CERTIFY:
1. Parties. Pursuant to the terms of that certain definitive Share
Exchange Agreement and Plan of Reorganization dated November 17, 1998 (the
"Agreement"), Princeton Management Corporation ("PMC"), a corporation formed
pursuant to the laws of the State of Colorado, has acquired all of the issued
and outstanding common voting stock of USA Service Systems, Inc. ("USA"), a
corporation formed pursuant to the laws of the State of Florida, effective
November 17, 1998 (the "Effective Date").
2. Approval. The terms of the Agreement were approved by the affirmative
vote of the Board of Directors of PMC by written consent pursuant to the laws of
the State of Colorado. The terms of the Agreement were approved by the
affirmative vote of the Board of Directors and Shareholders of USA by written
consent pursuant to the laws of the State of Florida, the holders of 3,500,000
shares of Common Stock being entitled to vote thereon and all of the issued and
outstanding common stock of USA sufficient for approval of the Agreement having
executed and approved such written consent.
3. Share Exchange. The Agreement provides that all of the shareholders of
USA, representing 3,500,000 issued and outstanding common shares, shall exchange
their respective shares for an aggregate of 3,750,000 shares of PMC common
stock, to be distributed to each USA shareholder pro rata to their respective
share ownership in USA at the Effective Date. Immediately prior to the Effective
Date, there were 1,250,000 common shares of PMC issued and outstanding.
4. Acquiring Entity. Pursuant to the terms of the Agreement, PMC shall
acquire all of the issued and outstanding common stock of USA and, upon the
Effective Date and issuance of an applicable Certificate of Share Exchange by
the Secretary of State for the State of Colorado, USA shall become a wholly
owned subsidiary of PMC.
5. Agreement and Plan of Share Exchange. A complete, executed copy of the
Agreement Plan of Share Exchange is on file at the registered office of the
Corporation, 5650 Greenwood Plaza Blvd., Suite 216, Englewood, Colorado 80111.
6. Name Change. Pursuant to the affirmative vote of the shareholders of
PMC, PMC's Articles of Incorporation shall be amended to reflect that the new
name of PMC shall be "USA Service Systems, Inc."
7. Counterparts. These Articles of Share Exchange may be executed in
counterparts, each of which shall be deemed an original document, but together
shall be deemed to constitute only one agreement.
Executed this 17th day of November, 1998
PRINCETON MANAGEMENT CORPORATION
By: /s/ Gregory Simonds
Gregory Simonds, President
And /s/ Gilberta P. Gara
Gilberta P. Gara, Secretary
USA SERVICE SYSTEMS, INC.
By: /s/ George D. Pursglove
George D. Pursglove, President
And /s/ George D. Pursglove
Secretary
STATE OF COLORADO )
: ss
COUNTY OF ARAPAHOE )
This instrument was acknowledged before me on November 17, 1998, by Gregory
Simonds as President of Princeton Management Corporation.
My commission expires March 3, 2002
--------------------------------------
Notary Public
USA SERVICE SYSTEMS, INC.
AMENDMENT
to the
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
following Amendments to the Articles of Incorporation were adopted on February
22, 2000 by the shareholders of USA Service Systems, Inc.
The number of shares voted in favor of the Amendments was sufficient
for approval. The number of votes cast for the Amendments by each voting group
entitled to vote separately on the Amendments was sufficient for approval by
that voting group.
TEXT OF AMENDMENTS:
1. The First Article of the Articles of Incorporation is amended to read
as follows:
The name of the Corporation is East Coast Beverage Corp.
2. The following paragraph is added to the Fourth Article of the Articles
of Incorporation.
C. Effective February 22, 2000 each 8.194595 shares of this
Corporation's issued and outstanding common stock shall
automatically convert into one share of this Corporation's common
stock.
Dated: February 22, 2000
USA SERVICE SYSTEMS, INC.
By: John Calebrese, Chief Executive Officer