Exhibit A
Dale Jarrett Racing Adventure, Inc.
Articles of Amendment and Restatement
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Dale Jarrett Racing Adventure, Inc.
Articles of Amendment and Restatement
Pursuant to the applicable provisions of the Florida Statutes,
Dale Jarrett Racing Adventure, Inc., a Florida corporation, does hereby
amend and restate its Articles of Incorporation, as amended.
1. The name of the corporation whose Articles of Incorporation,
as amended, are being amended and restated by these Articles of
Amendment and Restatement is Dale Jarrett Racing Adventure, Inc., a
Florida corporation.
2. The Amended and Restated Articles of Incorporation of Dale
Jarrett Racing Adventure, Inc., a Florida corporation, shall read as
follows:
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Amended and Restated Articles of Incorporation
of
Dale Jarrett Racing Adventure, Inc.
The undersigned does hereby make, subscribe and file these
Amended and Restated Articles of Incorporation:
ARTICLE I
Corporate Name
The name of this corporation is: Dale Jarrett Racing Adventure,
Inc.
ARTICLE II
Capital Stock
The total number of shares of capital stock which this
corporation shall have the authority to issue is Two Hundred Five
Million (205,000,000) shares, consisting of Five Million (5,000,000)
shares of Preferred Stock having a par value of $.0001 per share and
Two Hundred Million (200,000,000) shares of Common Stock having a par
value of $.0001 per share.
The Board of Directors of this corporation is authorized, subject
to the limitations prescribed by law, to provide for the issuance of
shares of Preferred Stock in series and, by filing articles of
amendment pursuant to the applicable law of the State of Florida, to
establish from time to time the number of shares of Preferred Stock to
be included in each such series and to determine and fix the
designations, powers, preferences and rights of the shares of each such
series (including without limitation the voting rights, dividend rights
and preferences, liquidation rights and preferences, and conversion
rights, if any, thereof) and the qualifications, limitations and
restrictions thereof.
All shares of Common Stock shall be identical with each other in
every respect, and the holders thereof shall be entitled to one vote
for each share of Common Stock upon all matters upon which the
shareholders have the right to vote.
The holders of record of any outstanding shares of Preferred
Stock shall be entitled to dividends if, when and as declared by the
Board of Directors of the corporation, at such rate per share, if any,
and at such time and in such manner, as shall be determined and fixed
by the Board of Directors of the corporation in the articles of
amendment authorizing the series of Preferred Stock of which such
shares are a part. No dividends shall be declared and paid, or
declared and set aside for payment, on the shares of Common Stock
unless and until all dividends, current and accumulated, if any,
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accrued on the outstanding shares of Preferred Stock shall be declared
and paid or a sufficient amount shall have been set aside for the
payment thereof.
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of record of
the outstanding shares of Preferred Stock shall be entitled to receive
such amount, if any, for each share of Preferred Stock, as the Board of
Directors of the corporation shall determine and fix in the articles of
amendment authorizing the series of Preferred Stock of which such
shares of Preferred Stock are a part, and no more. If the assets of
the corporation shall not be sufficient to pay to all holders of
Preferred Stock the amounts to which they would be entitled in the
event of a voluntary or involuntary liquidation, dissolution or winding
up of the corporation, then the holders of record of each series of
Preferred Stock which is entitled to share in the assets of the
corporation in any such event shall be entitled to share in the assets
of the corporation to the extent, if any, and in the manner, determined
by the Board of Directors of the corporation in the articles of
amendment authorizing the series of Preferred Stock of which such
shares are a part, and no more, and, in any such case, the holders of
record of shares of Preferred Stock of the same series shall be
entitled to share ratably in accordance with the number of shares of
Preferred Stock of the series so held of record by them to the extent,
if any, that the series is entitled to share in the assets of the
corporation in such event. No payment shall be made to the holders of
shares of Common Stock of the corporation in the event of the voluntary
or involuntary liquidation, dissolution or winding up of the
corporation unless the holders of record of shares of Preferred Stock
shall have been paid the full amount to which they shall be entitled in
such event or unless a sufficient amount shall have been set aside for
such payment.
Upon the effectiveness of any "combination," as such term is
defined in Section 607.10025(1) of the Florida Business Corporation
Act, the authorized shares of the classes or series affected by the
combination shall not be reduced or otherwise affected by the
percentage by which the issued shares of such class or series were
reduced as a result of the combination.
ARTICLE III
Board of Directors
The business and affairs of the corporation shall be managed by
or under the direction of a Board of Directors consisting of not less
than one nor more than fifteen 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 the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board of
Directors.
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As of the effective date of these Amended and Restated Articles
of Incorporation (the "Effective Date"), the directors of the
Corporation shall be classified, with respect to the time for which
they severally hold office, into three classes, Class I, Class II and
Class III, each of which shall be as nearly equal in number as
possible. Each initial director in Class I shall hold office for a
term expiring at the first annual meeting of the shareholders after the
Effective Date; each initial director in Class II shall hold office for
a term expiring at the second annual meeting of the shareholders after
the Effective Date; and each initial director in Class III shall hold
office for a term expiring at the third annual meeting of the
shareholders after the Effective Date. Notwithstanding the foregoing
provisions of this Article III, each director shall serve until such
director's successor is duly elected and qualified or until such
director's earlier death, resignation or removal. At each annual
meeting of the shareholders, each successor to the class of directors
whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of the shareholders held in the
third year following the year of his election and until his respective
successor shall have been duly elected and qualified or until such
director's earlier death, resignation or removal.
Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by
a majority vote of the directors then in office, and the directors so
chosen shall hold office for a term expiring at the next Annual Meeting
of Shareholders. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent
director.
Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any director, or the entire Board of Directors,
may be removed from office at any time, with or without cause, but only
by the affirmative vote of the holders of not less than a majority of
the voting power of all of the shares of the corporation entitled to
vote for the election of directors.
Any action with respect to the election or removal of directors
required or permitted to be taken by the shareholders of this
corporation shall be effected at a duly called Annual or Special
Meeting of the shareholders of this corporation, and no such action may
be effected by a consent in writing of such shareholders.
ARTICLE IV
Indemnification
This corporation shall indemnify and hold harmless each and every
one of its directors, officers, employees, attorneys and agents to the
fullest extent permitted by the laws of the State of Florida.
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ARTICLE V
Amendment
The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Amended and Restated Articles
of Incorporation in the manner now or hereafter prescribed by statute,
and all rights conferred on the shareholders of the corporation
hereunder are granted subject to this reservation. These Amended and
Restated Articles of Incorporation may be amended in the manner
provided by law.
3. The foregoing Amended and Restated Articles of Incorporation
of Dale Jarrett Racing Adventure, Inc., a Florida corporation, shall
supercede the Articles of Incorporation of Dale Jarrett Racing
Adventure, Inc. and all amendments thereto.
4. These Articles of Amendment and Restatement of Dale Jarrett
Racing Adventure, Inc., a Florida corporation, were required to be
approved by the Board of Directors and the shareholders of the
corporation. These Articles of Amendment and Restatement were duly
adopted by the unanimous vote of all of the members of the Board of
Directors of Dale Jarrett Racing Adventure, Inc., a Florida
corporation, at a telephonic meeting thereof duly called and held on
September 5, 2008 and by the vote of the holders of more than a
majority of the shares of Common Stock of Dale Jarrett Racing
Adventure, Inc., a Florida corporation, present in person or by proxy
at a meeting of the shareholders of the corporation duly called and
held on October __, 2008 and at which a quorum was present.
5. The only voting group entitled to vote on the amendments
contained in these Articles of Amendment and Restatement was the
holders of shares of Common Stock of Dale Jarrett Racing Adventure,
Inc., a Florida corporation. The number of votes cast in favor of such
amendment by the members of such voting group was sufficient for
approval by that voting group.
IN WITNESS WHEREOF, the corporation, by and through its
undersigned director and officer thereunto duly authorized, has
executed these Articles of Amendment and Restatement on October __,
2008.
Dale Jarrett Racing Adventure, Inc.
By: /s/Timothy B. Shannon
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Timothy B. Shannon, President