CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
of
PARKS AMERICA! INC.
(UBI Number 601 048 726)
Pursuant to the provisions of the Washington Business Corporation Act,
Chapter 23B10 RCW, the Restated Articles of Incorporation, attached hereto as
Exhibit A and incorporated herein, are submitted for filing.
ARTICLE I
The name of the Corporation is Parks America! Inc. (the "Corporation").
ARTICLE II
The undersigned officer, in accordance with Section RCW 23B.10.070 hereby
restates the Corporation's Articles of Incorporation as set forth in Exhibit A,
which shall supercede the original articles of incorporation and all amendments
to them.
ARTICLE III
The Restated Articles do not include an amendment to the Articles of
Incorporation.
In Witness Whereof, the Corporation has caused this Certificate and
Restated Articles of Incorporation to be executed on this ____ day of March,
2000. This document is executed under penalties of perjury, and is to the best
of the undersigned officer's knowledge, true and correct.
PARKS AMERICA! INC.
By: /s/ Larry Eastland
----------------------
Title: Chairman
By: /s/ Robert Klosterman
----------------------
Title: President
RESTATED ARTICLES OF INCORPORATION
OF
PARKS AMERICA! INC.
ARTICLE I
NAME AND DURATION
The name of the corporation is Parks America! Inc. (the "Corporation") and
its existence shall be perpetual.
ARTICLE II
REGISTERED OFFICE AND AGENT
The location and post office address of the registered office of the
Corporation in this state shall be Suite 511, 110 - 110th Avenue NE, Bellevue,
WA 98004, and the registered agent for the Corporation at such address shall be
Richard J. Forsell. The registered agent and registered office may be changed by
action of the Board of Directors without hereafter amending these Articles.
ARTICLE III
PURPOSE
The purpose and objectives for which this Corporation is formed are, the
Corporation's own behalf or in partnership or association with others:
1. To raise capital and seek business opportunities believed to hold a
potential for profit, whether by mergers, asset purchases, and/or
possible acquisitions.
2. To engage in the business of acquiring interests in various business
ventures including but not limited to publically and closely owned
business corporations and to manage such acquired assets by voting
corporate shares and otherwise; to acquire by purchase, lease or
otherwise and to own, hold, sell, lease, mortgage or deal in any other
way with all character of property, real, personal or mixed; to invest
in, develop or subdivide real estate, to construct buildings thereon
and to invest therein any form or manner.
3. To engage in generally and carry on any lawful business or trade which
may, in the judgment of the Board of Directors at any time be
necessary, useful or advantageous to this Corporation.
4. In furtherance and not in limitation of the general powers conferred
by the laws of the State of Washington, it is expressly provided that
this Corporation shall also have the following powers:
a. To acquire by purchase or otherwise and to own, hold, cancel,
reissue, sell, pledge and otherwise deal in the stock of this
Corporation provided that the money or property of this
Corporation shall not be used for the purchase of shares of its
own stock and when such use would cause any impairment of the
stated capital of the Corporation. The capital surplus of this
Corporation shall be deemed available for the purchase of its own
shares. The Corporation shall not be entitled to vote, either
directly or indirectly, on any shares of its own stock which it
may hold;
b. to acquire by purchase or otherwise and to own, hold, cancel,
reissue, sell, pledge, and otherwise deal with the bonds,
debentures, notes and other securities and obligations of this
Corporation;
c. to borrow money and to give security therefore;
d. to indemnify, guaranty, and hold harmless the obligations of
other parties, businesses and corporations, whether or not owned
in whole or in part by this Corporation; provided that such
promise be in consideration for some benefit, direct or indirect,
to this Corporation;
e. to enter into, make, perform and carry out contracts of every
kind for any lawful purpose pertaining to its business with any
individual, entity, firm, association, or corporation, or with
any governmental, municipal, or public authority, domestic or
foreign;
f. to do everything necessary, proper, convenient, or incidental to
the accomplishment of the purposes and objects of this
Corporation or which is calculated directly or indirectly to
promote the welfare or interest of the Corporation or enhance the
value or render profitable any of its property or rights;
g. to do any and all of the things in this Article as set forth to
the same extent a natural person might or could do, and in any
part of the world, as principals. agents, contractors, trustees,
or otherwise, either alone or in the company with others; and
h. to hold shares of stock in other corporations; to act as a joint
venturers and or partner either general or limited, or both, in
any transaction, business or venture.
ARTICLE IV
EXCLUSION OF PREEMPTIVE RIGHTS
No preemptive rights to acquire additional shares of any class of shares
offered for sale by the Corporation shall exist.
ARTICLE V
NO CUMULATIVE VOTING
Cumulative voting shall not be allowed and the right to such voting shall
not exist with respect to the shares of any class of the capital stock of the
Corporation.
ARTICLE VI
AUTHORIZED CAPITAL
1. Authorized Capital. The total number of shares the Corporation shall be
authorized to issue is 30,000,000 shares of common stock having a par value of
$.0001.
2. Redemption. The Corporation shall have the right to purchase, take,
receive, or otherwise acquire its own shares by using its unreserved and
unrestricted capital surplus, as well as by using its unreserved and
unrestricted earned surplus.
3. Issuance of Shares. Any part of the capital stock authorized by the
Articles of Incorporation or any amendment to such Articles may at any time be
allocated, issued, sold, or disposed of at the discretion of the Board of
Directors, and the Board of Directors shall have full power and authority to
determine the character, value and terms of the consideration to be received by
the Corporation on the exchange of said stock.
4. Common Stock Rights and Privileges
a. The holders of shares of Common Stock shall be entitled to one vote
per share on all matters to be voted on by the shareholders. Such
shares shall be entitled to vote as a class for all available
directorship positions of the Corporation at any regular election.
b. The holders of Common Stock shall be entitled to receive dividends, if
any, as may be declared from time to time by the Board of Directors in
its discretion from funds legally available therefor.
c. The Common Stock may be redeemed at the sole discretion of the
Corporation upon such terms and subject to the conditions as the Board
of Directors may establish.
ARTICLE VII
MANAGEMENT
1. The management of the Corporation shall be vested in a Board of
Directors which shall consist of not less than two members nor more than seven
members, the exact number of which shall be established by the Bylaws. Except as
provided in this Article, the number, qualifications, terms of office, manner of
election, time and place of meetings and the power and duties of the directors
shall be as prescribed by the Bylaws of the Corporation.
2. The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of the Corporation, subject to the right of the Shareholder to vote
to amend or repeal such bylaws.
ARTICLE VIII
LIMITATION OF DIRECTORS' LIABILITY
A director shall have no liability to the Corporation or its members for
monetary damages for conduct as a director, except for acts or omissions that
involve intentional misconduct by the director, or a knowing violation of the
law by the director, or for any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Corporation Act is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director shall be
eliminated or limited to the full extent permitted by the Washington Corporation
Act, as so amended. Any repeal or modification of this Article shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification for or with respect to an
act or omission of such director occurring prior to such repeal or modification.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. Each person who was, or is threatened
to be made a party to or is otherwise involved (including without limitation as
a witness) in any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason if the fact that he
or she is or was a director or officer of the corporation or, while a director
or officer, he or she is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation, to the full extent permitted
by applicable law as then in effect, against all expenses, liability and loss
(including attorneys fees, judgments, fines ERISA excise taxes or penalties and
amounts to be paid in settlement) actually and reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors, and administrators;
provided however, that except as provided in Section 2 of this Article with
respect to proceedings seeking solely to enforce rights to indemnification, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 1 shall
be a contract right and shall include the right to be paid by the corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided however, that the payment of such expenses in advance of
the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section 1 or
otherwise.
Section 2. Right of Claimant to bring Suit. If a claim for which
indemnification is required under Section 1 of this Article is not paid in full
by the Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the applicable
period shall be 20 days the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and to the
extent successful in whole or in part, the expense of prosecuting such claim.
The claimant shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to enforce
a claim for expenses incurred in defending and proceeding in advance of its
final disposition where the required undertaking has been tendered to the
Corporation), and thereafter the corporation shall have the burden of proof to
overcome the presumption that the claimant is not so entitled. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel or its members, if any) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances nor an
actual determination by the corporation (including its board of directors,
independent legal counsel or its members, if any) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses
shall be a defense to the action or create a presumption that the claimant is
not so entitled.
Section 3. Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision if
the Articles of Incorporation, bylaws agreement, vote of members, if any, or
disinterested directors or otherwise.
Section 4. Insurance , Contracts and Funding. The Corporation may maintain
insurance at its expense, to protect itself and any director, officer employee
or agent of the corporation or another corporation, partnership, joint venture,
trust, or other enterprise against any expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the Washington Business Corproation Act. The
corproation may, without further membership action, enter into contracts with
any director or officer of the corporation in furtherance of the provisions of
this Article and may create a trust fund, grant a security interest or use other
means (including without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.
Section 5. Indemnification of Employees and Agents of the Corporation. The
corporation may, by action of its Board of Directors from time to time, provide
indemnification and pay expenses in advance of final disposition of a proceeding
to employees and agents of the corporation with the same scope and effect as the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the corporation or pursuant to rights
granted pursuant to, or provided by, the Washington Business Corporation Act.
ARTICLE X
DIRECTORS
The first directors of this corporation shall be two in number and their
names and addresses are as follows:
Name Address
- --------- --------------
Dr. Patrick Tam 17720 NE 65th
Redmond, WA 98052
Ferris Peery 17720 NE 65th
Redmond, WA 98052
The term of the first directors shall be until the next annual meeting or
until their successors are elected.
ARTICLE XI
INCORPORATOR
The name and address of the sole incorporator hereof is: Richard J.
Forsell, Suite 511, 110-110th Avenue NE, Bellevue, WA 98004.
ARTICLE XII
AMENDMENT
This corporation reserves the right to amend, alter, change or repeal any
provision contained in these articles of Incorporation in the manner now or
hereinafter prescribed or permitted by statute and all rights and powers
conferred herein are granted subject to this reserve power.
ARTICLE XIII
CONFLICTING INTERESTS
Subject to any modification contained in the Bylaws of the Corporation, any
contract or other transaction between the Corporation and one or more of its
directors, officers and/or shareholders, or between the Corproation and any
corproation, firm, association, or other entity in which one or more of its
directors, officers and/or shareholders are shareholders, members, directors,
officers or employees or in which they are interested, shall be valid for all
purposes, even thought the vote, presence or action of such directors, officers
or shareholders may be necessary to obligate the Corporation upon such contract
or transaction, provided that the fact of such interest shall be disclosed to or
known by the Board of Directors prior to acting on such contract or transaction
with the exception of disclosures by shareholders who are not directors or
officers. A general notice that directors or officers of the Corporation are
interested in any other corporation, firm, association, or other entity shall be
sufficient disclosure with respect to all contracts and transactions with such
corporation, firm, association or entity. In the absence of fraud, no contracts,
or transactions shall be void or voidable and no such directors, officers or
shareholders shall be held liable to account to the Corporation for any profit
or benefit realized by them through such contracts or transactions despite such
interests or their fiduciary relationship, if any, to the Corporation.
In Witness Whereof, the Corporation has caused this Restated Articles of
Incorporation to be executed on this ____ day of March, 2000. This document is
executed under penalties of perjury, and is to the best of the undersigned
officer's knowledge, true and correct.
PARKS AMERICA! INC.
By: /s/ Larry Eastland
-------------------------
Title: Chairman
By: /s/ Robert Klosterman
-------------------------
Title: President