Exhibit 3.01
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MID-POWER SERVICE CORPORATION
These amended and restated articles of incorporation for Mid-Power
Service Corporation have been duly adopted in accordance with Section 78.403 of
the Nevada Revised Statutes.
ARTICLE I
NAME
The name of the Corporation shall be: Mid-Power Service Corporation.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purposes for which the Corporation is organized and its powers are:
(a) to do all and everything necessary, suitable, convenient,
or proper for the accomplishment of any of the purposes or the
attainment of any one or more of the objectives herein enumerated or
incidental to the powers herein named or which shall at any time appear
conducive or expedient for the protection or benefit of the
Corporation, with all the powers hereafter conferred by the laws under
which this Corporation is organized; and
(b) to engage in any and all other lawful purposes,
activities, and pursuits, whether similar or dissimilar to the
foregoing, for which corporations may be organized under laws of the
state of Nevada and to exercise all powers allowed or permitted
thereunder.
ARTICLE IV
AUTHORIZED SHARES
The Corporation shall have the authority to issue 25,000,000 shares, of
which 20,000,000 shares shall be common stock, $0.001 par value ("Common
Stock"), and 5,000,000 shares shall be preferred stock $0.001 par value
("Preferred Stock"). Shares of any class of stock may be issued, without
stockholder action, from time to time in one or more series as may from time to
time be determined by the board of directors. The board of directors of this
Corporation is hereby expressly granted authority, without stockholder action,
and within the limits set forth in the Nevada Revised Statutes, to:
(a) designate, in whole or in part, the voting powers,
designations, preferences, limitations, restrictions, and relative
rights of any class of shares before the issuance of any shares of that
class;
(b) create one or more series within a class of shares, fix
the number of shares of each such series, and designate in whole or
part the voting powers, designations, preferences, limitations,
restrictions, and relative rights of the series, all before the
issuance of any shares of that series; or
(c) alter or revoke the preferences, limitations, and relative
rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares.
The allocation between the classes or among the series of each class of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of directors.
All rights accruing to the outstanding shares of the Corporation not expressly
provided for to the contrary herein or in the Corporation's bylaws or in any
amendment hereto or thereto shall be vested in the Common Stock. Accordingly,
unless and until otherwise designated by the board of directors of the
Corporation, and subject to any superior rights as so designated, the Common
Stock shall have unlimited voting rights and be entitled to receive the net
assets of the Corporation upon dissolution.
ARTICLE V
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any
corporation, firm, or association in which one or more of its directors or
officers are directors or officers or are financially interested, is either void
or voidable solely for this reason or solely because any such director or
officer is present at the meeting of the board of directors or a committee
thereof which authorizes or approves the contract or transaction, or because the
vote or votes of common or interested directors are counted for such purpose, if
the circumstances specified in any of the following paragraphs exist:
(a) the fact of the common directorship, office, or financial
interest is disclosed or known to the board of directors or committee
and noted in the minutes, and the board or committee authorizes,
approves, or ratifies the contract or transaction in good faith by a
vote sufficient for the purpose without counting the vote or votes of
such common or interested director or directors;
(b) the fact of the common directorship, office, or financial
interest is disclosed or known to the stockholders, and they approve or
ratify the contract or transaction in good faith by a majority vote or
written consent of stockholders holding a majority of the voting power;
the votes of the common or interested directors or officers shall be
counted in any such vote of stockholders; or
(c) the fact of the common directorship, office, or financial
interest is not known to the director or officer at the time the
transaction is brought before the board of directors of the Corporation
for action; or
(d) the contract or transaction is fair as to the Corporation
at the time it is authorized or approved.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer
of the Corporation and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which he or she may
be made a party by reason of the fact that he or she is or was a
director or officer of the Corporation, to the full extent permitted by
the laws of the state of Nevada now existing or as such laws may
hereafter be amended. The expenses of officers and directors incurred
in defending a civil or criminal action, suit, or proceeding shall be
paid by the Corporation as they are incurred and in advance of the
final disposition of the action, suit, or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the
Corporation.
(b) The Corporation may, at the discretion of the board of
directors, indemnify any person who is or was a party or is threatened
to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, actually
and reasonably incurred by him or her in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue, or matter as to which
such a person shall have been adjudged to be liable to the Corporation,
unless and only to the extent that the court in which the action or
suit was brought shall determine on application that, despite the
adjudication of liability but in view of all circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
(c) The Corporation may purchase and maintain insurance or
make any other financial arrangements permitted by law on behalf of any
person who is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise for any
liability asserted against them and liability and expenses incurred by
them in their capacity as a director, officer, employee, or agent or
arising out of their status as such, whether or not the Corporation has
the authority to indemnify them against such liability and expenses.
The decision of the board of directors as to the propriety of the terms
and conditions of any insurance or other financial arrangement made
pursuant to this article and the choice of the person to provide the
insurance or other financial arrangement are conclusive and the
insurance or other financial arrangement is not void or voidable and
does not subject any director approving it to personal liability for
their action, even if a director approving the insurance or other
financial arrangement is a beneficiary of the insurance or other
financial arrangement.
ARTICLE VII
MEETINGS OF STOCKHOLDERS
Subject to the rights of the holders of any series of Preferred Stock,
special meetings of stockholders of the Corporation may be called only by the
board of directors pursuant to a resolution duly adopted by a majority of the
total number of directors which the Corporation would have if there were no
vacancies. At any annual meeting or special meeting of stockholders of the
Corporation, only such business shall be conducted as shall have been brought
before such meeting in the manner provided by the bylaws of the Corporation.
ARTICLE VIII
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed and
controlled by or under the direction of a board of directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by these articles of incorporation directed or required to be
exercised or done by the stockholders of the Corporation. The number of
directors shall not be less than three nor more than fifteen, the exact number
of directors to be fixed from time to time only by the vote of a majority of the
entire board of directors. No decrease in the number of directors shall shorten
the term of any incumbent director.
ARTICLE IX
LIMITATION ON LIABILITY
OF DIRECTORS AND OFFICERS
To the fullest extent permitted by the Nevada Revised Statutes or any
other applicable law as now in effect or as it may hereafter be amended, a
director or officer of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for damages resulting from (a) acts or omissions
that involve intentional misconduct, fraud, or a knowing violation of law, or
(b) the payment of dividends in violation of the provisions of Section 78.300 of
the Nevada Revised Statutes, as it may be amended from time to time, or any
successor statute thereto.
ARTICLE X
PRINCIPAL OFFICE
The address of the Corporation's principal office in the state of
Nevada is as follows:
3800 Howard Hughes Parkway, Suite 860A
Las Vegas, Nevada 89109
ARTICLE XI
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal
all or any portion of the provisions contained in these articles of
incorporation from time to time in accordance with the laws of the state of
Nevada, and all rights conferred on stockholders herein are granted subject to
this reservation.
ARTICLE XII
ADOPTION OR AMENDMENT OF BYLAWS
The bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, but the stockholders of the
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or management of the
affairs of the Corporation not inconsistent with the laws of the state of Nevada
now or hereafter existing.
The undersigned, being the duly authorized officer of the Corporation
herein before named, makes this certificate, hereby declaring and certifying
that these Amended and Restated Articles of Incorporation have been adopted by
the majority vote of the Corporation's stockholders.
DATED this 31st day of July, 2001.
/s/ Kenneth M. Emter
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Kenneth M. Emter, Secretary