EXHIBITS
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Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
ETRAVELSERVE, INC.
ARTICLE I
NAME
The name of the Corporation is etravelserve.com, Inc.
ARTICLE II
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Nevada is located at
318 North Carson, Suite 208, Carson City, Nevada, 89701. The Corporation's
registered agent at that office is Paracorp, Inc.
ARTICLE III
DURATION
The duration of the Corporation is perpetual.
ARTICLE IV
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Nevada Corporation Act.
ARTICLE V
CAPITALIZATION
The total number of shares which this Corporation is authorized to issue is
500,000,000 shares of Common Stock, par value $0.001 per share and 300,000
shares of Preferred Stock par value $.001. 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 shares of Common Stock or Preferred Stock of the
Corporation upon such terms and conditions as shall be determined by action of
the Board of Directors. 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 conditions of such
redemption; (f) The preference, if any, of shares 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. 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 shares of Common
Stock of the Corporation upon such terms and conditions as shall be determined
by action of the Board of Directors.
ARTICLE VI
NO CUMULATIVE VOTING
The holders of record of the Common Stock or Preferred Stock shall have one vote
for each share held of record. Cumulative voting for the election of directors
or otherwise is not permitted.
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of record of Common Stock or Preferred Stock shall have a preemptive
right or be entitled as a matter of right to subscribe for or purchase any: (i)
shares 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 VIII
BOARD OF DIRECTORS
The Board of Directors shall consist of from one (1) to seven (7) directors who
shall serve as directors until the next annual meeting of shareholders or until
their respective 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 written ballot.
ARTICLE IX
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 X
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 or solely because any such director or officer is present at or
participates in the approval of such agreement or transaction.
ARTICLE XI
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
other 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 XII
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 for 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 law; (iii)
unlawful payment of dividends or stock redemptions; or (iv) any transaction from
which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its President and attested by its
Corporate Secretary this 13th day of October, 2000.
ATTEST: - /s/ Paul R. Johnson
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Paul R. Johnson, President
STATE OF )
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)SS.
COUNTY OF )
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I, a Notary Public, hereby certify that on the 10th day of October, 1998,
personally appeared before me, Paul R. Johnson, who after having been duly
sworn, declared that he is President and Chief Executive Officer of
etravelserve.com, that he signed the foregoing Amended and Restated Certificate
of Incorporation as his free and voluntary act and deed for and on behalf of
that Corporation for the use and purposes therein stated and that the facts
therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 13th day of October, 2000.
/s/
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Notary Public
My Commission expires:
[seal]
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