RESTATED ARTICLES OF INCORPORATION
OF
RESOURCES OF THE PACIFIC CORPORATION
We, the undersigned President and Secretary of Resources of the Pacific
Corporation do hereby certify:
That the board of directors of said corporation at a meeting duly convened
on May 16, 1996, adopted resolutions to amend and restate the Articles of
Incorporation, and
That the number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 14,000,000; that
said amendments have been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon, and
That the text of Articles of Incorporation as amended to date reads as
herein set forth in full:
ARTICLE I
NAME
The name of the corporation (hereinafter called "Corporation") is
Resources of the Pacific Corporation.
ARTICLE II
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The purpose for which this Corporation is organized is to engage in the
business of investing in investments of all forms and nature and to engage in
any and all other lawful business.
ARTICLE IV
CAPITALIZATION
The total number of shares of stock which the Corporation shall have the
authority to issue is one hundred million one hundred thousand (100,100,000)
shares, consisting of one hundred million (100,000,000) shares of Common Stock
having a par value of $.001 per share and one hundred thousand (100,000) shares
of Preferred Stock having a par value of $.001 per share.
A. Preferred Stock
The Board of Directors is authorized, subject to the limitations prescribed
by law and the provisions of this Article, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Nevada, to establish from
time to time the number of shares to be included in each such series and to
fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.
1. The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:
a. The number of shares constituting that series and the distinctive
designation of that series;
b. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on
shares of that series;
c. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and if so, the terms of such voting
rights;
d. Whether that series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board
of Directors shall determine;
e. Whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;
f. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series and, if so, the terms and amount
of such sinking fund;
g. The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and
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h. Any other relative rights, preferences and limitations of that
series.
2. Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid
or declared and set apart for payment on Common Stock with respect to
the same dividend period.
3. If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to
holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which
they are entitled, then such assets shall be distributed ratably among
the shares of all series of Preferred Stock in accordance with the
respective preferential amounts (including unpaid cumulative dividends,
if any) payable with respect thereto.
4. Unless otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred Stock,
no holder of Preferred Stock shall have any pre-emptive right as such
holder to subscribe for, purchase or receive any part of any new or
additional issue of capital stock of any class or series, including
unissued and treasury stock, or obligations or other securities
convertible into or exchangeable for capital stock of any class or
series, or warrants or other instruments evidencing rights or options
to subscribe for, purchase or receive any capital stock of any class or
series, whether now or hereafter authorized and whether issued for cash
or other consideration or by way of dividend.
B. Common Stock
1. Subject to the prior and superior rights of the Preferred Stock and on
the conditions set forth in the foregoing parts of this Article or in
any resolution of the Board of Directors providing for the issuance of
any particular series of Preferred Stock, and not otherwise, such
dividends (payable in cash, stock or otherwise) as may be determined by
the Board of Directors may be declared and paid on the Common Stock
from time to time out of any funds legally available therefor.
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2. Except as otherwise provided by law, by this Certificate of
Incorporation or by the resolution or resolutions of the Board of
Directors providing for the issue of any series of the Preferred Stock,
the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, each holder of the
Common Stock being entitled to one vote for each share held.
3. Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amount
to which they respectively shall be entitled, or a sum sufficient for
such payments in assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the
Preferred Stock.
ARTICLE V
REGISTERED OFFICE AND AGENT
The address of the corporation's current registered office is 5277 Cameron
Street, Suite 130, Las Vegas, Nevada 89118 the name of the corporation's
current registered agent at such address is John Henry Brebbia.
ARTICLE VI
DIRECTORS
The Corporation shall be governed by a Board of Directors consisting of
such number of directors as shall be fixed the Corporation's bylaws. The
number of directors constituting the current board of directors of the
corporation is four and the names and addresses of the directors are as
follows:
Name Address
Ray E. Besharaty 5277 Cameron Street, Suite 130
Las Vegas, Nevada 89118
John H. Brebbia 5277 Cameron Street, Suite 130
Las Vegas, Nevada 89118
Wayne M. Walters 5277 Cameron Street, Suite 130
Las Vegas, Nevada 89118
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ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
There shall be no preemptive right to acquire unissued and/or treasury
shares of the stock of the Corporation.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
A director or officer of the Corporation shall not be liable to the
Corporation or its shareholders for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful dividend in
violation of NRS 78.300.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify any and all persons who may serve or who
have served at any time as directors or officers or who, at the request of the
Board of Directors of the Corporation, may serve or at any time have served as
directors or officers of another corporation in which the Corporation at such
time owned or may own shares of stock or of which it was or may be a creditor,
and their respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees and
amounts paid in settlement (before or after suit is commenced), actually and
necessarily by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding in which they, or any of them, are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers of the Corporation, or of
such other corporation, except in relation to matters as to which any such
director or officer of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement, vote
of shareholder or otherwise.
DATED this 16 day of May, 1996
BY (SIGNATURE) /s/ Ray Besharaty
(NAME AND TITLE) Ray Besharaty, President
(DATE) May 16, 1996
BY (SIGNATURE) /s/ John H. Brebbia
(NAME AND TITLE) John H. Brebbia, Secretary
(DATE) May 16, 1996
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STATE OF )
)
COUNTY OF )
On May , 1996, personally appeared before me, a Notary Public, Ray
Besharaty, who acknowledged that he executed the above document in his capacity
as President of Resources of the Pacific Corporation.
Notary Public
STATE OF )
)
COUNTY OF )
On May , 1996, personally appeared before me, a Notary Public, John H.
Brebbia, who acknowledged that he executed the above document in his capacity
as Secretary of Resources of the Pacific Corporation.
Notary Public
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