EXHIBIT 3.1
AMENDMENT TO ARTICLES OF INCORPORATION
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RESOLVED, the Articles of Incorporation of Golden Soil, Inc. as follows:
1. The First Article be amended changing the name from Golden Soil, Inc.
to Merilus, Inc.;
2. The Fourth Article be amended creating two classes of shares, common
and preferred stock with the attributes as set on in the Articles of
Amendment circulated.
3. The Articles of Amendment of the Articles of Incorporation as attached
to this resolution is hereby approved.
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GOLDEN SOIL, INC.
Pursuant to the provisions of section 78.209, Nevada Revised Statutes,
the undersigned President and Secretary of Rich Earth, Inc. (the "Corporation"),
does hereby certify the Board of Directors of the Corporation adopted a
resolution to amend the original articles as follows:
Article I which presently reads as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation is: GOLDEN SOIL, INC.
Is hereby amended to read as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation is: MERILUS, INC.
Article IV which presently reads as follows:
ARTICLE FOURTH
Stock
4.1 The total authorized capital stock of the Corporation consists of:
A. 100,000,000 shares of Common Stock, with a par value of $0.001 (1 mil).
A. One (1) preferred share (of $1.00 par value) which shall be designated
as the "Special Voting Preferred Share" (the " Preferred Share"), the
preferences and relative, optional and other special rights of which
and the qualifications, limitations or restrictions of which shall be
as follows:
(a) Dividends and Distributions. The holder of the Preferred Share
shall not be entitled to receive any portion of any dividend or
distribution at any time.
(b) Voting Rights. The holder of the Preferred Share shall have the
following voting rights:
(i) The Preferred Share shall entitle the holder thereof to an
aggregate number of votes equal to the number of
Exchangeable Shares ("Exchangeable Shares") of Merilus
Technologies Inc., a British Columbia corporation ("Merilus
Canada"), outstanding from time to time which are not owned
by the Corporation or any of its direct or indirect
subsidiaries.
(ii) Except as otherwise provided herein or by law, the holder of
the Preferred Share and the holders of Common Shares and of
Series A Preferred Shares shall vote together as one class
on all matters submitted to a vote of shareholders of the
Corporation.
(iii)Except as set forth herein, the holder of the Preferred
Share shall have no special voting rights, and its consent
shall not be required (except to the extent it is entitled
to vote with holders of Common Shares and of Series A
Preferred Shares as set forth herein) for taking any
corporate action.
(c) Additional Provisions.
(i) The Holder of the Preferred Share is entitled to exercise
the voting rights attendant thereto in such manner as such
holder desires.
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(ii) At such time as:
(A) the Preferred Share entitles its holder to a number of
votes equal to zero because there are no Exchangeable
Shares of Merilus Canada outstanding which are not
owned by the Corporation or any of its direct or
indirect subsidiaries, and
(B) there is no share of stock, debt, option or other
agreement, obligation or commitment of Merilus Canada
which could by its terms require Merilus Canada to
issue any Exchangeable Shares to any person other than
the Corporation or any of its direct or indirect
subsidiaries, then the Preferred Share shall thereupon
be retired and cancelled promptly thereafter. Such
share shall upon its cancellation, and upon the taking
of any action required by applicable law, become an
authorized but unissued preferred share and may be
reissued as part of a new series of preferred shares to
be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions
on issuance set forth herein.
(d) Reacquired Share. If the Preferred Share should be purchased or
otherwise acquired by the Corporation in any manner whatsoever, then
the Preferred Share shall be retired and canceled promptly after the
acquisition thereof. Such share shall upon its cancellation, and upon
the taking of any action required by applicable law, become an
authorized but unissued preferred share and may be reissued as part of
a new series of preferred F-1 shares to be created by resolution or
resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
(e) Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, the holder of the
Preferred Share shall not be entitled to any portion of any
distribution.
(f) No Redemption or Conversion. The Preferred Share shall not be
redeemable or convertible. All stock when issued shall be deemed fully
paid and nonassessable. No cumulative voting, on any matter to which
Stockholders shall be entitled to vote, shall be allowed for any
purpose. The authorized stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration
as the Board of Directors shall, from time to time, determine.
Shareholders shall not have pre-emptive rights to acquire unissued
shares of the stock of this Corporation.
4.2 All stock when issued shall be deemed fully paid and nonassessable.
No cumulative voting, on any matter to which Stockholders shall be entitled to
vote, shall be allowed for any purpose.
4.3 The authorized stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall, from time to time, determine. Shareholders shall not have pre-
emptive rights to acquire unissued shares of the stock of this Corporation.
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The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,750,000; that the
said changes and amendments have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
The effective date of this amendment is November __, 2000, at the
Closing.
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Xenios Xenopoulos, Secretary Xenios Xenopoulos, President
On the _____ Day of November, 2000 Xenios Xenopoulos the sole director and
officer of the Company personally appeared before me, a Notary Public in and for
the Country of Cyprus, and acknowledged that he executed the above instrument.
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Notary Public in and for the Country of Cyprus
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