Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
QUAD METALS CORPORATION
The undersigned, being all of the directors of Quad Metals Corporation (the
"Company"), do hereby make, sign, acknowledge, and file these Restated Articles
of Incorporation on behalf of the Company pursuant to RCW 23B.10.070 of the
Washington Business Corporation Act as follows:
ARTICLE I
Name
The name of the corporation is Quad Metals Corporation.
ARTICLE II
Purpose
The purpose of this corporation shall be to transact any and all lawful business
for which corporations may be incorporated under the Washington Business
Corporation Act, in general, to have and exercise all the powers conferred by
the laws of Washington upon corporations formed under the Washington Business
Corporation Act and to do any and all things hereinbefore set forth to the same
extent as natural persons might or could do.
ARTICLE III
Duration
This corporation shall be of perpetual duration.
ARTICLE IV
Authorized Capital Stock
The authorized capital stock of the corporation shall consist of two classes of
stock, designated as Common Stock and Preferred Stock.
The total number of shares of Common Stock that the corporation will have
authority to issue is One Hundred Million (100,000,000). The shares shall have
no par value. All of the Common Stock authorized herein shall have equal voting
rights and powers without restrictions in preference.
The total number of shares of Preferred Stock that the corporation will have
authority to issue is Ten Million (10,000,000). The Preferred Stock shall have
no stated value. The Preferred Stock shall be entitled to preference over the
Common Stock with respect to the distribution of assets of the corporation in
the event of liquidation, dissolution, or winding-up of the corporation, whether
voluntarily or involuntarily, or in the event of any other distribution of
assets of the corporation among its shareholders for the purpose of winding-up
its affairs. The authorized but unissued shares of Preferred Stock may be
divided into and issued in designated series from time to time by one or more
resolutions adopted by the Board of Directors. The Directors in their sole
discretion shall have the power to determine the relative powers, preferences,
and rights of each series of Preferred Stock.
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ARTICLE V
Preemptive Rights
Shareholders of this corporation will have no preemptive rights to acquire
additional shares issued by the corporation, or any securities convertible into,
or carrying or evidencing any rights or option to purchase, any such shares.
ARTICLE VI
Voting
The holders of any of the corporation's capital stock shall possess voting power
for the election of directors and for all other purposes, subject to such
limitations as may be imposed by law and by any provision of the Articles of
Incorporation in the exercise of their voting power. Cumulative voting for the
election of directors is hereby expressly prohibited. The holders of Common
Stock shall be entitled to one vote for each share held. All of the Common
Stock authorized herein shall have equal voting rights and powers without
restrictions in preference.
ARTICLE VII
Board of Directors
The number of directors constituting the Board of Directors of this corporation
may be increased or decreased from time to time in the manner specified in the
Bylaws of this corporation; provided, however, that the number shall not be less
than one (1) or more than eleven (11). In case of a vacancy in the Board of
Directors because of a director's resignation, removal or other departure from
the board, or because of an increase in the number of directors, the remaining
directors, by majority vote, may elect a successor to hold office for the
unexpired term of the director whose position is vacant, and until the election
and qualification of a successor.
ARTICLE VIII
Director Liability
A director of the corporation shall not be personally liable to the corporation
or its shareholders for monetary damages for conduct as a director, except for
liability of the director for (i) acts or omissions that involve intentional
misconduct or a knowing violation of law by the director; (ii) conduct which
violates RCW 23B.08.310 of the Washington Business Corporation Act, pertaining
to unpermitted distributions to shareholders or loans to directors; or (iii) 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 Business Corporation Act is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Washington Business Corporation Act, as so
amended. Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE IX
Indemnification
The corporation is authorized to indemnify, agree to indemnify or obligate
itself to advance or reimburse expenses incurred by its Directors, Officers,
employees or agents in any Proceeding (as defined in the Washington Business
Corporation Act) to the full extent of the laws of the State of Washington as
may now or hereafter exist.
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ARTICLE X
Bylaws
Subject to the power of shareholders to amend or repeal, the Board of Directors
of this corporation shall have the power to enact and amend such Bylaws defining
the powers and duties of the officers of the corporation and providing for such
other matters in relation to its affairs as they may deem necessary and
convenient, provided the same are not out of harmony with the laws of the State
of Washington or these Articles of Incorporation.
ARTICLE XI
Amendments
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred on the shareholders
herein are granted subject to this reservation.
ARTICLE XII
Shareholder Approval
The affirmative vote of a majority of all of the votes entitled to be cast
on the matter shall be sufficient, valid, and effective, after due consideration
and reconsideration of such action by the Board of Directors, as required by
law, to approve and authorize the following acts of the corporation:
a. an amendment to these Articles of Incorporation;
b. the merger of this corporation into another corporation or the merger
of one or more other corporations into this corporation;
c. the acquisition by another corporation of all of the outstanding shares
of one or more classes or series of this corporation; or
d. the sale, lease, exchange, or other disposition by this corporation of
all, or substantially all, of its property other than in the usual and regular
course of business.
ARTICLE XIII
Registered Agent
The name of the registered agent of this corporation is Gregory B. Lipsker.
ARTICLE XIV
Registered Office
The post office address of the registered office of this corporation is 601 West
Main Avenue, Suite 714, Spokane, Washington 99201-0677.
ARTICLE XV
Resolution Approving Restated Articles
The Restated Articles of Incorporation herein were approved, ratified and
adopted by the Unanimous Consent of the Board of Directors and the majority vote
of the Shareholders effective September 17, 1998.
IN WITNESS WHEREOF, the corporation has caused these Amended and Restated
Articles of Incorporation to be executed this 18th day of September, 1998.
/s/ Gregory B. Lipsker
Director and President
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CERTIFICATE RE: AMENDED AND RESTATED ARTICLES OF INCORPORATION
PURSUANT TO R.C.W. 23B.10.070
The Amended and Restated Articles of Incorporation of Quad Metals Corporation
contain amendments to the Articles of incorporation requiring shareholder
approval. The amendments were approved, ratified and adopted by the Unanimous
Consent of the Board of Directors and the majority vote of the Shareholders
effective September 17, 1998 in accordance with the provisions of R.C.W.
23B.10.040 and 23B.10.040.
Dated this 18th day of September, 1998
Quad Metals Corporation.
/s/ Gregory B. Lipsker
By____________________________________
Gregory B. Lipsker, President
CONSENT TO SERVE AS REGISTERED AGENT
I, GREGORY B. LIPSKER, hereby consent to serve as Registered Agent in the State
of Washington, for the following corporation: Quad Metals Corporation. I
understand that as agent for the corporation it will be my responsibility to
receive service of process in the name of the corporation; to forward all mail
to the corporation; and to immediately notify the office of the Secretary of
State in the event of my resignation, or of any changes in the registered office
address of the corporation for which I am agent.
DATED: September 18, 1998
GREGORY B. LIPSKER
601 West Main Avenue, Suite 714
Spokane, Washington 99201-0677