EXHIBIT NO. 3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
B & B CAPITAL GROUP, INC.
Pursuant to Section 607.1007 of the Business Corporation Act of the
State of Florida, the undersigned, being all the Board of Directors of B & B
Capital Group, Inc., (hereinafter the "Corporation"), a Florida corporation
organized and existing under and by virtue of Chapter 607 of laws of the State
of Florida (hereinafter "the Corporation"), and desiring to amend and restate
its Articles of Incorporation, does hereby certify:
1. The name of the corporation is B & B Capital Group, Inc.
2. The Articles of Incorporation of the Corporation were filed
with the Secretary of State of Florida on May 5, 1998,
Document #P98000040673.
3. The Amended and Restated Articles of Incorporation were
adopted by the Board of Directors on February 14, 2002, and by
Written Consent Action of the Sole Shareholder on February 14,
2002. To effect the foregoing, the text of the Articles of
Incorporation is hereby amended and restated as herein set
forth in full and shall supersede the original Articles of
Incorporation:
ARTICLE I
CORPORATE NAME
The name of this Corporation shall be: B & B CAPITAL GROUP, INC.
ARTICLE II
PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and mailing address of the Corporation shall be
900 South Gay Street, Suite 2100, Knoxville, Tennessee 37902.
ARTICLE III
NATURE OF CORPORATE BUSINESS AND POWERS
The general nature of the business to be transacted by this Corporation
shall be to engage in any and all lawful business permitted under the laws of
the United States and the State of Florida.
ARTICLE IV
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be 105,000,000 shares
consisting of 100,000,000 shares of common stock, par value $.001 per share, and
5,000,000 shares of preferred stock, par value $.001 per share. The shares of
preferred stock may be created and issued from time to time, in such series and
with such designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
pursuant to the authority in this paragraph given.
ARTICLE V
TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE VI
REGISTERED AGENT AND ADDRESS
The Registered Agent and the street address of the Registered Office of
this Corporation in the State of Florida shall be Roxanne K. Beilly, 350 E. Las
Olas Boulevard, Fort Lauderdale, Florida 33301.
ARTICLE VII
BOARD OF DIRECTORS
The number of Directors may be increased or diminished from time to
time by the Bylaws. The name and address of the Director of this Corporation is:
T. Lynn Tarpy
900 South Gay Street
Suite 2100
Knoxville, Tennessee 37902
ARTICLE VIII
INDEMNIFICATION
The Corporation may indemnify any director, officer, employee, or agent
of the Corporation to the fullest extent permitted by Florida law.
ARTICLE IX
AFFILIATED TRANSACTIONS
This Corporation expressly elects not to be governed by Section
607.0901 of the Florida Business Corporation Act, as amended from time to time,
relating to affiliated transactions.
ARTICLE X
CONTROL SHARE ACQUISITIONS
This Corporation expressly elects not to be governed by Section
607.0902 of the Florida Business Corporation Act, as amended from time to time,
relating to control share acquisitions.
The foregoing articles and amendments were adopted by the Board of
Directors of the Corporation pursuant to a Written Consent of the Sole Director
of the Corporation, and by the Sole Shareholder of the Common Stock, acting by
Written Consent pursuant to Sections 607.0821 and 607.0704 of the Florida
Business Corporation Act.
IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation of B & B Capital Group, Inc., a Florida corporation, have been
executed this _____ day of February, 2002.
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T. Lynn Tarpy, President and Sole Director
CERTIFICATE DESIGNATING REGISTERED AGENT
AND OFFICE FOR SERVICE OF PROCESS
B & B CAPITAL GROUP, INC., a corporation existing under the laws of the
State of Florida with its principal office and mailing address at 350 E. Las
Olas Boulevard, Suite 1700, Fort Lauderdale, FL 33301, has named Roxanne K.
Beilly, whose address is 350 E. Las Olas Boulevard, Suite 1700, Fort Lauderdale,
FL 33301, as its agent to accept service of process within the State of Florida.
ACCEPTANCE:
Having been named to accept service of process for the above named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.
By:_______________________________
Roxanne K. Beilly