EXHIBIT A
AMENDED Certificate of Incorporation
Of
Centrex, inc.
Article I
Name
The name of the Corporation is Centrex, Inc.
Article II
Registered office and Agent
The registered office of the Corporation in the State of Oklahoma, is located at
Kaufman & Associates, PLLC, 624 South Boston Avenue, 10th Floor, Tulsa, Oklahoma
74119. The Corporation's registered agent at that office is Ronald C. Kaufman.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Oklahoma General Corporation Act.
ARTICLE IV
CAPITALIZATION
The total number of share which this Corporation is authorized to issue is
255,000,000 shares, consisting of 250,000,000 shares of Common Stock, par value
$.001 per share, and 5,000,000 shares of Preferred stock, par value $.001 per
share.
The Board of Directors shall have the power and authority to issue without
shareholder approval debentures or other securities convertible into, or
warrants or options to subscribe for or purchase, authorized share of Common
Stock of the Corporation upon such terms and conditions as shall be determined
by action of the Board of Directors.
Preferred Stock Generally
The Preferred Stock may be issued in one or more series. The Board of Directors
is hereby expressly authorized to issue shares of Preferred Stock in such series
and to fix from time to time before issuance thereof the number of shares to be
included in any series and the designation, relative rights, powers,
preferences, restrictions and limitations of all shares of such series. The
authority of the Board of Directors with respect to each series shall include,
without limitation, the determination of any or all of the following, and the
shares of each series may vary from the shares of any other series in the
following respects:
(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of
all other series.
(b) The annual dividend rate on the shares of that series, if any, and
whether such dividends shall be cumulative and, if cumulative, the
date from which dividends shall accumulate;
(c) The voting rights, if any, in addition to the voting rights prescribed
by law and the terms of exercise of such voting rights;
(d) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of
such conversion; and
(e) The redemption price for the shares in each particular series, if
redeemable, and the terms and condition of such redemption;
(f) The preference, if any, of share of such series in the event of any
liquidation, dissolution or winding up on the Corporation; and
(g) Any other relative rights, preferences, limitations and restrictions
applicable to that series.
ARTICLE V
NO CUMULATIVE VOTING
The holders of record of the Common Stock shall have one vote for each share
held of record. Cumulative voting for the election of directors or otherwise is
not permitted.
ARTICLE VI
NO PREEMPTIVE RIGHTS
No holder of record of Common Stock shall have a preemptive right or be entitles
as a matter of right to subscribe for or purchase any: (I) share of capital
stock of the Corporation of any class whatsoever; (ii) warrants, options or
rights of the Corporation; or (iii) securities convertible into, or carrying
warrants, options or rights to subscribe for or purchase, capital stock of the
Corporation of any class whatsoever, whether now or hereafter authorized.
ARTICLE VII
BOARD OF DIRECTORS
The initial Board of Directors shall consist of not less that one and not more
than five directors who shall be elected by the incorporator effective
immediately after the filing of this Certificate of Incorporation with the
Secretary of State, State of Oklahoma, and who shall serve as directors until
the first annual meeting of shareholders or until their respective
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successor is duly elected and qualified. The number of directors may be changed
from time to time in accordance with the bylaws of the Corporation then in
effect. Election of directors at a meeting of shareholders need not be by
written ballot.
ARTICLE VIII
AMENDMENT OF BYLAWS
The Board of Directors of the Corporation is expressly authorized and empowered
to make, alter, amend or repeal the bylaws of the Corporation and to adopt new
bylaws.
ARTICLE IX
POSSIBLE CONFLICTS OF INTEREST
No agreement or transaction involving the Corporation or any other corporation,
partnership, proprietorship, trust, association or other entity in which the
Corporation owns an interest or in which a director or officer of the
Corporation has a financial interest shall be void or voidable solely for this
reason of solely because any such director or officer is present at or
participates in the approval of such agreement or transaction.
ARTICLE X
INDEMNIFICATION
To the full extent not prohibited by the law as in effect from time to time, the
Corporation shall indemnify any person (and the heirs, executors and
representatives of such person) who is or was a director, officer, employee or
agent of the Corporation, or who, at the request of this Corporation, is or was
a director, officer, employee, agent, partner, or trustee, as the case may be,
of any other corporation, partnership, proprietorship, trust, association or
their entity in which this Corporation owns an interest, against any and all
liabilities and reasonable expenses incurred by such person in connection with
or resulting from any claim, action, suit or proceeding, whether brought by or
in the right of the Corporation or otherwise and whether civil, criminal,
administrative or investigative in nature, and in connection with an appeal
relating thereto, in which such person is a party or is threatened to be made a
party by reason of serving or having served in any such capacity.
ARTICLE XI
NO DIRECTOR LIABILITY IN CERTAIN CASES
To the maximum extent permitted by law as in effect from time to time, no
director of the Corporation shall be liable to the Corporation or its
shareholders from monetary damages for breach of any fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director for: (I) any breach of the director's duty of loyalty to
the Corporation or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of lay; (iii)
unlawful payment of dividends or
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stock redemptions; or (iv) any transaction from which the director derived an
improper personal benefit.
ARTICLE XII
CERTAIN COMPROMISES
Whenever a compromise or arrangement is proposed between this Corporation and
its creditors or any class of them and/or between this Corporation and its
shareholders or any class of them, any court of equitable jurisdiction within
the State of Oklahoma, on the application in a summary way of this Corporation
or of any creditor or shareholder thereof, or on the application of any receiver
or receivers appointed for this Corporation under the provisions of Section 1106
of Title 18 of the Oklahoma Statutes as in effect from time to time or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 1100 of Title 18 of the
Oklahoma Statutes as in effect form time to time, may order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number representing three-fourths
(3/4ths) in value of the creditors or class of creditors, and /or of the
shareholders or class of shareholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the compromise
or arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, of this
Corporation, as the case may be, and also on this Corporation.
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