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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ELDORADO ARTESIAN SPRINGS, INC.
Pursuant to the provisions of the Colorado Business Corporation Act
("the Act"), the undersigned corporation adopts the following amended and
restated Articles of Incorporation ("Amended and Restated Articles"). These
articles correctly set forth the provisions of the Articles of Incorporation, as
amended, and supersede the original Articles of Incorporation and all amendments
thereto.
ARTICLE I
NAME
The name of the Corporation is ELDORADO ARTESIAN SPRINGS, INC.
ARTICLE II
AUTHORIZED CAPITAL
The aggregate number of shares which the corporation shall have
authority to issue shall be sixty million (60,000,000) shares, with fifty
million (50,000,000) being designated as Common Stock and ten million
(10,000,000) being designated as Preferred Stock, having a par value of $.001
per share. The Preferred Stock shall be "blank check" preferred stock and, as
such, is subject to the provisions of this Certificate and the Colorado Business
Corporation Act, may be designated by the Company's Board of Directors to have
such voting powers, full or limited, or no voting rights, and such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as the Corporation's Board
of Directors shall deem appropriate.
ARTICLE III
OFFICES
The street address of the registered office of the Corporation is 294
Artesian Drive, Eldorado Springs, CO 80025 and the name of the registered agent
at that address is Douglas A. Larson. The address of the Corporation's initial
principal office is 294 Artesian Drive, Eldorado Springs, CO 80025.
ARTICLE IV
PURPOSES
The purpose for which the Corporation is organized is to engage in any
lawful business.
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ARTICLE V
PREEMPTIVE RIGHTS
No holder of any shares of the corporation, whether now or hereafter
authorized, shall have any preemptive or preferential right to acquire any
shares or securities of the corporation, including shares or securities held in
the treasury of the corporation.
ARTICLE VI
QUORUM FOR SHAREHOLDERS' MEETINGS
Except as bylaws adopted by the shareholders may provide for a greater
quorum requirement, a majority of the outstanding shares shall constitute a
quorum at any meeting of shareholders. Except as bylaws adopted by the
shareholders may provide for a greater voting requirement and except as is
otherwise provided by the Act with respect to action on amendment to these
articles of incorporation, on a plan of merger or share exchange, on the
disposition of substantially all of the property of the corporation, on the
granting of consent to the disposition of property by an entity controlled by
the Corporation, and on the dissolution of the Corporation, action on a matter
other than the election of directors is approved if a quorum exists and if the
votes cast favoring the action exceed the votes cast opposing the action. Any
bylaw adding, changing or deleting a greater quorum or voting requirement for
shareholders shall meet the same quorum requirement and be adopted by the same
vote required to take action under the quorum and voting requirements then in
effect or proposed to be adopted, whichever is greater.
ARTICLE VII
BOARD OF DIRECTORS
The corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of a board of directors.
The names and addresses of the members of the current board of
directors are as follows:
Name Address
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Douglas A. Larson 12 Baldwin Circle
Eldorado Springs, CO 80025
Kevin M. Sipple 43 Fowler Lane
Eldorado Springs, CO 80025
Jeremy S. Martin 2707 - 4th Street
Boulder, CO 80302
George J. Schmitt 11 Castle Pines North
Castle Rock, CO 80104
Don P. Van Winkle 1600 Indian Wells
Alamogordo, NM 88310
The number of directors of the Corporation shall be fixed and may be altered
from time to time in accordance with the Bylaws.
The directors shall be elected at each annual meeting of the
shareholders, provided that vacancies may be filled by election by the remaining
directors, though less than a quorum, or by the shareholders at a special
meeting called for that purpose.
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ARTICLE VIII
CUMULATIVE VOTING
Each outstanding share of Common Stock shall be entitled to one vote on
each matter submitted to a vote of shareholders. Cumulative voting shall not be
allowed in the election of directors.
ARTICLE IX
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director; except that this provision shall not eliminate or limit the
liability of a director to the Corporation or to its shareholders for monetary
damages otherwise existing for:
(i) any breach of the director's duty of loyalty to the
Corporation or to its shareholders;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) acts specified in Section 7-108-403 of the Act; or
(iv) any transaction from which the director directly or
indirectly derived any improper personal benefit.
If the Act is hereafter amended or superseded to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each director
shall be eliminated or limited to the fullest extent permitted by the Act as so
amended or superseded. Any repeal or modification of this Article X shall not
adversely affect any right or protection of a director of the Corporation under
this Article IX, as in effect immediately prior to such repeal or modification,
with respect to any liability that would have accrued, but for this Article IX,
prior to such repeal or modification.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that the person is or
was a director or officer of the Corporation or, while serving as a director or
officer of the Corporation, such person is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary, or agent,
and that person's estate and personal representative, to the extent and in the
manner provided in any
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bylaw, resolution of the shareholders or directors, contract, or otherwise, so
long as such provision is legally permissible.
ARTICLE XI
TERM OF EXISTENCE
The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation have been executed this ___ day of August, 2000, by the
undersigned who affirms that the statements made herein are true and correct.
By: /s/ Douglas A. Larson
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Douglas A. Larson
President
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