EXHIBIT 3.1.a
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NEW MILLENIUM PACKAGING, INC.
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended , added
or deleted)
ARTICLE IV. THE NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 shares of Common
Stock having $.0001 par value per share and 10,000,000 shares of preferred stock
having $.0001 par value per share.
ARTICLE VII. SPECIAL AUTHORITY OF BOARD OF DIRECTORS
AND WAIVER OF DISSENTERS RIGHTS
The Board of Directors shall be and are hereby authorized to enter into on
behalf of the corporation and to bind the corporation without shareholder
approval, any and all acts approving (a) a name change; (b) the terms and
conditions of a merger and/or a share exchange; and (c) divisions, combinations
and/or splits of shares of any class or series of stock of the corporation,
whether issued or unissued, with or without any change in the number of
authorized shares; and shareholders affected thereby, shall not be entitled to
dissenters rights with respect thereto under any applicable statutory dissenters
rights provisions.
ARTICLE X. CONFLICT OF INTEREST
Any related party contract or transaction must be authorized, approved or
ratified at a meeting of the Board of Directors by sufficient vote thereon by
directors not interested therein or the transaction must be fair and reasonable
to the Corporation.
ARTICLE XI. INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors, Employees and
Agents in accordance with the following:.
(a) The Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was otherwise 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), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct to be unlawful.
The termination of any action, suit or proceeding, by
judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful.
(b) The Corporation shall indemnify any person who was or is 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 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 in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
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 whether such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in the defense of any action,
suit or proceeding referred to in Sections (a) and (b) of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the officer, director,
employee or agent is proper under the circumstances, because he has met the
applicable standard of conduct set forth in Section (a) or (b) of this Article.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's power to purchase and
maintain insurance 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, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these Amended Articles of Incorporation, the Bylaws, agreements, vote of the
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs and personal
representatives of such a person.
ARTICLE XII. LAW APPLICABLE TO CONTROL-SHARE VOTING RIGHTS.
The provisions set forth in Fl. Stat. 607.0902 do not apply to
control-share acquisitions of shares of the Corporation.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as follows:
n/a
THIRD: The date of each amendment's adoption: April 23, 2001.
FOURTH: Adoption of Amendment(s) check one:
________ The amendment(s) was/were approved by the shareholders. The number of
votes cast for the amendment(s) was/were sufficient for approval.
________ The amendment(s) was/were approved by the shareholders through voting
groups.
The following statements must be separately provided for each voting
group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by "
--------------------------.
(Voting Group)
________ The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
___X____ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 23rd day of April, 2001.
BY: /s/ Patrick Gouverneur
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(By the Chairman or Vice Chairman of the
Board of Directors, President, or other officer
if adopted by the shareholders)\
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
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