Exhibit 3.1
The number of shares the Corporation is authorized to issue is Six
Hundred Million (600,000,000) shares consisting of:
(a) 500,000,000 shares of common stock, $0.001 par value per share
("Common Stock"); and
(b) 100,000,000 shares of blank check preferred stock, $0.001 par
value per share ("Blank Check Preferred Stock");
1. COMMON STOCK
(a) Voting. Except as otherwise expressly provided by law, and subject
to the voting rights provided to the holders of the Blank Check Preferred Stock
by the Board of Directors, the Common Stock shall have exclusive voting rights
on all matters requiring a vote of shareholders, voting together with the
holders of the Blank Check Preferred Stock, as one class.
(b) Other Rights. Each share of Common Stock issued and outstanding
shall be identical in all respects one with the other, and no dividends shall be
paid on any shares of Common Stock unless the same is paid on all shares of
Common Stock outstanding at the time of such payment. Except for and subject to
those rights expressly granted to the holders of the Blank Check Preferred
Stock, or except as may be provided by the laws of the State of Texas, the
holders of Common Stock shall have exclusively all other rights of shareholders.
2. BLANK CHECK PREFERRED STOCK
(a) Issuance. The Blank Check Preferred Stock may be issued from time
to time in one or more series. Subject to the limitations set forth herein and
any limitations prescribed by law, the Board of Directors is expressly
authorized, prior to issuance of any series of Blank Check Preferred Stock, to
fix by resolution or resolutions providing for the issue of any series the
number of shares included in such series and the designations, relative powers,
preferences and rights, and the qualifications, limitations or restrictions of
such series. Pursuant to the foregoing general authority vested in the Board of
Directors, but not in limitation of the powers conferred on the Board of
Directors thereby and by Texas law, the Board of Directors is expressly
authorized to determine with respect to each series of Blank Check Preferred
Stock:
(i) The designation or designations of such series and the
number of shares (which number from time to time may be decreased by the Board
of Directors, but not below the number of such shares then outstanding, or may
be increased by the Board of Directors unless otherwise provided in creating
such series) constituting such series;
(ii) The rate or amount and times at which, and the
preferences and conditions under which, dividends shall be payable on shares of
such series, the status of such dividends as cumulative or noncumulative, the
date or dates from which dividends, if cumulative, shall accumulate, and the
status of such shares as participating or nonparticipating after the payment of
dividends as to which such shares are entitled to any preference;
(iii) The rights and preferences, if any, of the shareholders
of such series upon the liquidation, dissolution or winding up of the affairs
of, or upon any distribution of the assets of, the Corporation, which amount may
vary depending upon whether such liquidation, dissolution or winding up is
voluntary or involuntary and, if voluntary, may vary at different dates, and the
status of the shares of such series as participating or nonparticipating after
the satisfaction of any such rights and preferences;
(iv) The full or limited voting rights, if any, to be provided
for shares of such series, in addition to the voting rights provided by law;
(v) The times, terms and conditions, if any, upon which shares
of such series shall be subject to redemption, including the amount the
shareholders of such series shall be entitled to receive upon redemption (which
amount may vary under different conditions or at different redemption dates) and
the amount, terms, conditions and manner of operation of any purchase,
retirement or sinking fund to be provided for the shares of such series;
(vi) The rights, if any, of shareholders of such series to
convert such shares into, or to exchange such shares for, shares of any other
class or classes or of any other series of the same class, the prices or rates
of conversion or exchange, and adjustments thereto, and any other terms and
conditions applicable to such conversion or exchange;
(vii) The limitations, if any, applicable while such series is
outstanding on the payment of dividends or making of distributions on, or the
acquisition or redemption of, Common Stock or restrictions, if any, upon the
issue of any additional shares (including additional shares of such series or
any other series or of any other class) ranking on a parity with or prior to the
shares of such series either as to dividends or upon liquidation; and
(viii) The conditions or restrictions, if any, upon the issue
of any of any other class) ranking on a parity with or prior to the shares of
such series either as to dividends or upon liquidation; and
(iv) Any other relative powers, preferences and participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of shares of such series; in each case, so far as not
inconsistent with the provisions of this Article of Incorporation or the Texas
Business Corporation Act as then in effect.
3. ISSUANCE OF CERTIFICATES
The Board of Directors shall have the authority to issue shares of the
capital stock of this Corporation and the certificates therefore subject to such
transfer restrictions and other limitations as it may deem necessary to promote
compliance with applicable federal and state securities laws, and to regulate
the transfer thereof in such manner as may be calculated to promote such
compliance or to further any other reasonable purpose.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
1. Only one information statement is being delivered to multiple security
holders sharing an address unless the registrant has received contrary
instructions from one or more of the security holders;
2. We hereby undertake to deliver promptly upon written or oral request a
separate copy of the information statement to a security holder at a shared
address to which a single copy of the documents is being delivered and provide
instructions as to how a security holder can notify the Company that the
security holder wishes to receive a separate copy of an information statement;
3. Please direct notifications to the Company that the security holder wishes to
receive a separate proxy statement in the future to the following address:
NANNACO, INC.
2935 Thousand Oaks, #261, San Antonio, TX 78247
4. Security holders sharing an address can request delivery of a single copy of
information statements if they are receiving multiple copies of information
statements by so indicating in a letter delivered to the following address:
NANNACO, INC.
2935 Thousand Oaks, #261, San Antonio, TX 78247