EXHIBIT 3.1
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RESTATED
ARTICLES OF INCORPORATION
OF
DOBLIQUE, INC.
The undersigned President of Doblique, Inc., a Nevada corporation, has
hereby executed these Restated Articles of Incorporation of the Company,
pursuant to the requirements of NRS 78.403. These Restated Articles of
Incorporation were approved by the Board of Directors and by a written consent
of the holders of 52.7% of the outstanding shares of common stock.
ARTICLE ONE
The amended name of the Corporation is Inyx, Inc.
ARTICLE TWO
The address of the Corporation's principal office in the State of Nevada
is 6100 Neil Road, Suite 500, Reno Nevada 89511, and the name of its registered
agent at such address is The Corporation Trust Company of Nevada.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the Act.
ARTICLE FOUR
The Corporation shall have authority to issue two classes of stock, and
the total number authorized shall be one hundred fifty million (150,000,000)
shares of Common Stock of the par value of ($.001) each, and ten million
(10,000,000) shares of Preferred Stock of the par value of ($.001) each. A
description of the different classes of stock of the Corporation and a statement
of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class of
such stock are as follows:
1. Issuance in Class or Series. The Preferred Stock may be issued from time to
time in one or more series, or divided into additional classes and such classes
into one or more series. The terms of a class or series, including all rights
and preferences, shall be as specified in the resolution or resolutions adopted
by the Board of Directors designating such class or series, which resolution or
resolutions the Board of Directors is hereby expressly authorized to adopt. Such
resolution or resolutions with respect to a class or series shall specify all or
such of the rights or preferences of such class or series as the Board of
Directors shall determine, including the following, if applicable: (a) the
number of shares to constitute such class or series and the distinctive
designation thereof; (b) the dividend or manner for determining the dividend
payable with respect to the shares of such class or series and the date or dates
from which dividends shall accrue, whether such dividends shall be cumulative,
and, if cumulative, the date or dates from which dividends shall accumulate and
whether the shares in such class or series shall be entitled to preference or
priority over any other class or series of stock of the Corporation with respect
to payment of dividends; (c) the terms and conditions, including price or a
manner for determining the price, of redemption, if any, of the shares of such
class or series; (d) the terms and conditions of a retirement or sinking fund,
if any, for the purchase or redemption of the shares of such class or series;
(e) the amount which the shares of such class or series shall be entitled to
receive, if any, in the event of any liquidation, dissolution or winding up of
the Corporation and whether such shares shall be entitled to a preference or
priority over shares of another class or series with respect to amounts received
in connection with any liquidation, dissolution or winding up of the
Corporation; (f) whether the shares of such class or series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes, or any
other series of the same or any other class or classes of stock, of the
Corporation and the terms and conditions of any such conversion or exchange; (g)
the voting rights, if any, of shares of stock of such class or series in
addition to those granted herein; (h) the status as to reissuance or sale of
shares of such class or series redeemed, purchased or otherwise reacquired, or
surrendered to the Corporation upon conversion; (i) the conditions and
restrictions, if any, on the payment of dividends or on the making of other
distributions on, or the purchase, redemption or other acquisition by the
Corporation or any subsidiary, of any other class or series of stock of the
Corporation ranking junior to such shares as to dividends or upon liquidation;
(j) the conditions, if any, on the creation of indebtedness of the Corporation,
or any subsidiary; and (k) such other preferences, rights, restrictions and
qualifications as the Board of Directors may determine.
All shares of the Common stock shall be of the same class and shall have
equal dividend or distribution, liquidation and other rights.
All shares of the Common Stock shall rank equally, and all shares of the
Preferred Stock shall rank equally, and be identical within their classes in all
respects regardless of series, except as to terms which may be specified by the
Board of Directors pursuant to the above provisions. All shares of any one
series of a class of Preferred Stock shall be of equal rank and identical in all
respects, except that shares of any one series issued at different times may
differ as to the dates on which dividends thereon shall accrue and be
cumulative.
2. Other Provisions. Shares of Common Stock or Preferred Stock of any
class or series may be issued with such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative participating,
option or special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of Directors. Any
of the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such class or series of stock may be made
dependent upon facts ascertainable outside the resolution or resolutions of the
Board of Directors providing for the issue of such stock by the Board of
Directors, provided the manner in which such facts shall operate upon the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions or such class or series is clearly set forth in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. Shares of Common or Preferred Stock reacquired by the Corporation
shall no longer be deemed outstanding and shall have no voting or other rights
unless and until reissued. Shares reacquired by the Corporation may be canceled
and restored to the status of authorized and unissued stock by action of the
Board of Directors.
3. Common Stock. Except as otherwise provided in any resolution or
resolutions adopted by the Board of Directors, the Common Stock shall (a) have
the exclusive voting power of the corporation; (b) entitle the holders thereof
to one vote per share at all meetings of the stockholders of the Corporation;
(c) entitle the holders to share ratably, without preference over any other
shares of the Corporation, in all assets of the Corporation In the event of any
dissolution, liquidation or winding up of the Corporation; and (d) entitle the
record holder thereof on such record dates as are determined, from time to time,
by the Board of Directors to receive such dividends, if any, if, as and when
declared by the Board of Directors.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
No stockholder shall have any pre-emptive right to purchase shares of the
Corporation.
ARTICLE SEVEN
1. Designations. The governing board of the Corporation shall be styled as
a "Board of Directors," and any member of said Board shall be styled as a
"Director."
2. Number, Election and Terms of Directors. The business and affairs of
the Corporation shall be managed by a Board of Directors, which, subject to the
rights of holders of shares of any class of series of Preferred Stock of the
Corporation then outstanding to elect additional Directors under specified
circumstances, shall consist of not less than one nor more than twenty-one
persons. The exact number of Directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from time to time
by either (i) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, or (ii) the affirmative vote of the
holders of 66?% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of Directors voting
together as a single class. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director.
3. Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of Directors shall be at least 90 days
in advance of the date in which the next previous annual meeting of stockholders
was held.
4. Newly-Created Directorships and Vacancies. Subject to the rights of the
holders of any series of any Preferred Stock then outstanding, newly-created
directorships resulting from any increase in the authorized number of Directors
and any vacancies in the Board of Directors resulting from the death,
resignation, retirement, disqualification, removal from office or other cause
may be filled by a majority vote of the Directors then in office even though
less than a quorum, or by a sole remaining Director.
5. Removal. Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any Director or the entire Board of Directors,
may be removed from office at any annual or special meeting called for such
purpose, and then only for cause and only by the affirmative vote of the holders
of 66?% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class. As used herein, cause shall mean only the following: proof beyond
the existence of a reasonable doubt that a Director has been convicted of a
felony, committed gross negligence or willful misconduct resulting in a material
detriment to the Corporation, or committed a material breach of his fiduciary
duty to the Corporation resulting in a material detriment to the Corporation.
6. Amendment, Repeal, etc. Notwithstanding anything contained in these
Articles of Incorporation to the contrary, the affirmative vote of the holders
of 66?% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class, shall be required to alter, amend or adopt any provision
inconsistent with or repeal this Article Seven, or to alter, amend, adopt any
provision inconsistent with or repeal comparable sections of the Bylaws of the
Corporation. In the resolution setting forth the proposed amendment, the board
of directors may insert a provision allowing the board of directors to later
abandon the amendment, without consent by the stockholders, after the amendment
has received stockholder approval but before the amendment is filed with the
Nevada Secretary of State
ARTICLE EIGHT
Notwithstanding anything contained in these Articles of Incorporation to
the contrary, the affirmative vote of the holders of 66?% or more of the voting
power of all the shares of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class, shall be required to
call a special meeting of stockholders or to alter, amend, adopt any provision
inconsistent with or repeal this Article Eight, or to alter, amend, adopt any
provision inconsistent with comparable sections of the Bylaws.
ARTICLE NINE
No stock, whether paid up or issued as fully paid, shall be subject to
assessment to pay the debts of the Corporation.
ARTICLE TEN
The Corporation shall have the power to indemnify its present or former
Directors, officers, employees and agents or any person who served or is serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise to
the full extent permitted by the General Corporation Law of Nevada. Such
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled, under any bylaws, agreements, vote of stockholders or
disinterested Directors, or otherwise.
ARTICLE ElEVEN
A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages or breach of fiduciary duty
as a director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under the Act, or, (iv) for any transaction from which the Director
derived an improper personal benefit.
Dated: May 1, 2003
DOBLIQUE, INC.
By: /s/ Jack Kachkar
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Jack Kachkar, President
This instrument was acknowledged before me on May 1, 2003 by Jack
Kachkar, as President of Doblique, Inc.
By: /s/ Jordana E.Stockhamer
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Jordana E.Stockhamer
Notary Public Signature
Notary Public in Province of Ontario
(Notary Stamp)