RESTATED ARTICLES OF INCORPORATION
OF
ILIVE, INC.
ARTICLE I
The name of the corporation is:
iLive, Inc.
ARTICLE II
Its principal office in the State of Nevada is located at 3318 China Drive,
Las Vegas, Nevada 89121. This Corporation may maintain an office, or offices, in
such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors., or by the By-Laws of said
Corporation, and that this Corporation may, conduct all Corporation business of
every kind and nature, including the holding of all meetings of Directors and
Stockholders outside the State of Nevada as well as within the State of Nevada.
ARTICLE III
The objects for which this Corporation is formed are:
To engage in any lawful activity, including, but not limited to the following:
1. Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
2. May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objectives for which this Corporation to
organized.
3. Shall have power to have succession by its corporate name for the
period limited in its certificate or Articles of Incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
4. Shall have power to sue and be sued in any court of law or equity.
5. Shall have power to make contracts.
6. Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
7. Shall have power to appoint such officers and agents as the affairs
of the Corporation shall require, and to allow the suitable compensation
thereof.
8. Shall have power to make by-laws not inconsistent with the
Constitution and laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, and the transaction of its stockholders.
9. Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
10. Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the Corporation on any
corporate documents is not necessary. The Corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in Any way affect the legality
of the document.
11. Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified
time or times, or payable upon the happening of a specified event or events,
whether secures by mortgage, pledge, or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or for any other
lawful object.
12. Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities, or evidences of the indebtedness created by,
any corporation or corporations of the State of Nevada, or any other state of
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
13. Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, or other
property or fund.
14. Shall have power to conduct business, have one or more offices, and
holds purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
15. Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or Articles of
Incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry an any
lawful business necessary or incidental to the attainment of the objects of the
Corporation whether or not such business is similar in nature to the objects set
forth in the certificate or Articles of Incorporation of the Corporation, or any
amendment thereof.
16. Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
17. Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.
ARTICLE IV
That the total number of voting common stock authorized that may be used by
Corporation is One Hundred Million (100,000,000) shares of stock with a par
value of ($.001) per share and no other class of common stock shall be
authorized. Each of said shares shall have equal voting rights, shall not have
cumulative voting rights, and said shares may be issued by the Corporation from
time to time upon such terms and conditions and for such consideration as may be
determined by the Board of Directors.
The total number of voting preferred stock authorized that may be issued by
the Corporation is Ten Million (10,000,000) shares of Preferred Stock with par
value of one cent ($.01) per share and voting rights, preferences, liquidation
rights, conversion rights, dividend rights and other privileges as may be
determined by the board of Directors from time to time, depending upon the
consideration to be received by the Corporation on each such occasion.
ARTICLE V
The governing board of this Corporation shall be known as Directors, and
the number of Directors may from time to time be increased or decreased in such
manner provided that the number of Directors shall not be reduced to less than
three (3), except that in cases where all the shares of the corporation are
unissued or owned beneficially and of record by either one or two stockholders,
the number of Directors may be less than three (3), but not less than the number
of stockholders.
ARTICLE VI
The capital stock, after the amount of the subscription price, or par
value, has been paid in, shall not be subject to assessment or pay the debts of
the Corporation.
ARTICLE VII
The Corporation is to have perpetual existence.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-laws, if any adopted by the Stockholders, to make, alter
or amend the Bylaws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
By-laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-laws of the Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitles them to exercise at least a majority of the voting power given at
a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
ARTICLE IX
No shareholder shall be entitled as a matter of right to subscribe for or
receive additional shares of any class of stock of the Corporation, whether now
or hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
ARTICLE X
This Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon Stockholders herein are granted subject to this
reservation.
WE, THE UNDERSIGNED, being the President and Secretary of the Corporation, do
hereby certify that the foregoing Restated Articles of Incorporation was adopted
by the Board of Directors of the Corporation on December 22, 1999 and correctly
sets forth the text of the Articles of Incorporation of the Corporation as
amended as of the date hereof and that we have been authorized by the Board of
Directors of the Corporation to execute this Restated Articles of Incorporation.
/s/ Marcia Allen
Marcia Allen, President
/s/ Anatasia Cronin
Anatasia Cronin, Secretary