Amended and Restated
Articles of Incorporation
of
G/O International, Inc.
Pursuant to Section 7-110-107 of the Colorado Business Corporation Act, the
undersigned Corporation hereby adopts the following Amended and Restated
Articles of Incorporation.
1. The name of the Corporation is G/O International, Inc.
2. The following Amended and Restated Articles of Incorporation contain an
amendment that was adopted by the Corporation's board of directors without a
shareholders meeting by resolution dated July 31, 2006, pursuant to the
Corporation's Articles of Incorporation. These Amended and Restated Articles
of Incorporation supersede the original articles of incorporation and each and
every amended and restated articles of incorporation filed previous to the
date hereof. The Board of Directors has adopted this restatement of the
Articles of Incorporation of the Corporation, as amended, without action of
the shareholders, which was not required.
3. The text of the Articles of Incorporation shall be amended and restated to
read in its entirety, as follows:
ARTICLE I
NAME
The name of this Corporation is G/O Business Solutions, Inc.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
1. Purposes- Except as restricted by these Articles of Incorporation, the
Corporation is organized for the purpose of transacting all lawful business
for which corporations may be incorporated pursuant to the Colorado
Corporations and Associations Act.
2. General Powers- Except as restricted by these Articles of Incorporation,
the Corporation shall have and may exercise all powers and rights which a
corporation may exercise legally pursuant to the Colorado Corporations and
Associations Act.
3. Issuance of Shares- The Board of Directors of the Corporation may divide
and issue any class of stock of the Corporation in series pursuant to a
resolution properly filed with the Secretary of State of the State of
Colorado.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the Corporation shall have authority to
issue is 55,000,000 shares, divided into two classes, 50,000,000 shares of
common stock of a par value of one cent ($0.01) per share and 5,000,000 shares
of preferred stock of a par value of one cent ($0.01) per share, with the
preferred stock having such rights and preferences as the Board of Directors
shall determine. Fully paid stock of this Corporation shall not be liable to
any further call or assessment. Common shares of the Corporation shall carry
with them no preemptive right to acquire other or additional shares of the
Corporation; and there shall be no cumulative voting
of shares.
ARTICLE V
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the Corporation and one or more of
its directors or any other corporation, firm, association or entity in which
one or more of its directors are directors or officers or are financially
interested shall be either void or voidable solely because of such
relationship or interest, or solely because such directors are present at the
meeting of the Board of Directors, or a committee thereof which authorizes,
approves or ratifies such contract or transaction or solely because their
votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to the
Corporation.
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 such contract or transaction.
ARTICLE VI
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee, fiduciary or
agent of the Corporation to the full extent permitted by the Colorado
Corporations and Associations Act as in effect at the time of the conduct by
such person.
ARTICLE VII
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation from
time to time in accordance with the Colorado Corporations and Associations Act
and these Articles of Incorporation.
ARTICLE VIII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation is 1560 Broadway,
Denver, Colorado 80202, and the name of the registered agent at such address
is Prentice-Hall Corp System Inc. Either the registered office or the
registered agent may be changed in the manner permitted by law.
ARTICLE IX
BOARD OF DIRECTORS
The number of directors of the Corporation shall be fixed by the Bylaws of the
Corporation, with the provision that there need be only as many directors as
there are shareholders in the event that the outstanding shares are held of
record by fewer than three shareholders. The names and addresses of the
persons who presently serves as directors until the next annual meeting of
shareholders and/or until their successors are elected and shall qualify are
as follows:
Name Address
Brian Rodriguez 18205 Burkhardt
Tomball, Texas 77377
George Jarkesy 18205 Burkhardt
Tomball, Texas 77377
ARTICLE X
LIMITATION OF LIABILITY OF
DIRECTORS TO CORPORATION AND SHAREHOLDERS
No director shall be liable to the Corporation or any shareholder for monetary
damages for breach of fiduciary duty as a director, except for any matter in
respect of which such director (a) shall be liable under Colorado Corporation
and Association Section 7-108-402 or any amendment thereto or successor
provision thereto; (b) shall have breached the director's duty of loyalty to
the Corporation or its shareholders; (c) shall have not acted in good faith
or, in failing to act, shall not have acted in good faith; or (d) shall have
acted or failed to act in a manner involving intentional misconduct or a
knowing violation of law; or (e) shall have derived an improper personal
benefit. Neither the amendment nor repeal of this Article, nor the adoption
of any provision in the Articles of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of
any matter occurring prior to such amendment, repeal or adoption of an
inconsistent provision. This Article shall apply to the full extent now
permitted by Colorado law or as may be permitted in the future by changes or
enactments in Colorado law, including without limitation Colorado Corporation
and Association Section 7-109-102 and/or Colorado Corporation and Association
Section 7-109-103.
ARTICLE XI
STOCKHOLDER ACTION WITHOUT MEETING
Any action which may be taken at any annual or special meeting of stockholders
may be taken without a meeting and without prior notice, if one or more
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereon were entitled to be present and to vote.
ARTICLE XII
RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES
The Board of Directors, without the consent of shareholders, may adopt any re-
capitalization affecting the outstanding securities of the Corporation by
effecting a forward or reverse split of all of the outstanding securities of
the Corporation, with appropriate adjustments to the Corporation's capital
accounts, provided that the re-capitalization does not require any change in
the Articles of Incorporation of the Corporation.
ARTICLE XIII
AUTHORITY OF THE BOARD OF DIRECTORS TO CHANGE CORPORATE NAME
The Board of Directors shall have the right to change the name of the
Corporation without shareholder approval to a name that reflects the industry
or business in which the Corporation's business operations are conducted or to
a name that will promote or conform to any principal product, technology or
other asset of the Corporation that the Board of Directors, in its sole
discretion, deems appropriate.
IN WITNESS WHEREOF, G/O International, Inc. has caused these Amended and
Restated Articles of Incorporation to be duly executed as of the 31st day of
July 2006
By
/S/Brian Rodgriguez
Brian Rodriguez, President