RESTATED
ARTICLES OF INCORPORATION
OF
DND TECHNOLOGIES, INC.
This Certificate of Incorporation as contained herein have been duly
adopted in accordance with the General Corporation Law of Nevada and filed with
the Nevada Secretary of State's office.
ARTICLE I
Name
The name of this corporation is DND Technologies, Inc.
ARTICLE II
Registered Office and Agent
The name of the registered agent of the Corporation is Corporation Trust
Company of Nevada.
The street address of the registered office of the Corporation in the
State of Nevada is 6100 Neil Road, Suite 500, Reno, NV 89511.
ARTICLE III
Mailing Address
The mailing address of the Corporation is DND Technologies, Inc., 375 East
Elliot Road, Building 6, Chandler, AZ 85225.
ARTICLE IV
Duration
This Corporation shall exist perpetually.
ARTICLE V
Purpose
The purpose or purposes of the Corporation are:
(1) To conduct any lawful business, to exercise any lawful purpose
and power, and to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Laws of Nevada; and
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(2) In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Nevada or any other law of
Nevada or by this Certificate of Incorporation together with any power
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation.
ARTICLE VI
Capital Stock
The maximum number of shares of capital stock which this Corporation shall
have authority to issue is Sixty Million (60,000,000), consisting of Fifty
Million (50,000,000) shares of Common Stock, $.001 par value, and Ten Million
(10,000,000) shares of Preferred Stock at $.001 par value. The preferences,
qualifications, limitations, restrictions and the special or relative rights in
respect of the shares of each class are as follows:
SECTION 1. Preferred Stock. The Preferred Stock may be issued from time to
time in one or more series. All shares of Preferred Stock shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed and
determined by the Board of Directors as hereinafter provided, and each share of
each series shall be identical with all other shares of such series, except as
to the date from which dividends are cumulative. The Board of Directors hereby
is authorized to cause such shares to be issued in one or more classes or series
and with respect to each such class or series to fix and determine the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(1) the number of shares constituting a series, the distinctive
designation of a series and the stated value of a series, if different from the
par value;
(2) whether the shares or a series are entitled to any fixed or
determinable dividends, the dividend rate (if any) on such shares, whether the
dividends are cumulative and the relative rights or priority of dividends on
shares of that series;
(3) whether a series has voting rights in addition to the voting
rights provided by law and the terms and conditions of such voting rights;
(4) whether a series will have or receive conversion or exchange
privileges and the terms and conditions of such conversion or exchange
privileges;
(5) whether the shares of a series are redeemable and the terms and
conditions of such redemption, including the manner of selecting shares for
redemption if less than all shares are to he redeemed, the date or dates on or
after which the shares in the series will be redeemable and the amount payable
in case of redemption;
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(6) whether a series will have a sinking fund for the redemption or
purchase of the shares in the series and the terms and the amount of such
sinking fund;
(7) the right of a series to the benefit of conditions and
restrictions on the creation of indebtedness of the Corporation or any
subsidiary, on the issuance of any additional capital stock (including
additional shares of such series or any other series), on the payment of
dividends or the making of other distributions on any outstanding stock of the
Corporation and the purchase, redemption or other acquisition by the
Corporation, or any subsidiary, of any outstanding stock of the Corporation;
(8) the rights of a series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and the relative
rights of priority of payment of a series; and
(9) any other relative, participating, optional or other special
rights, qualifications, limitations or restrictions of such series.
Dividends on outstanding shares of Preferred Stock shall be paid or set
apart for payment before any dividends shall be paid or declared or set apart
for payment on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series in accordance with the
respective preferential amounts (including unpaid cumulative dividends, if any,
payable with respect thereto).
SECTION 2. Common Stock - General Provisions. The Common Stock shall be
subject to the express terms of the Preferred Stock and any series thereof. Each
share of Common Stock shall be equal to every other share of Common Stock,
except as otherwise provided herein or required by law.
Shares of Common Stock authorized hereby shall not be subject to
preemptive rights. The holders of shares of Common Stock now or hereafter
outstanding shall have no preemptive right to purchase or have offered to them
for purchase any of such authorized but unissued shares, or any shares of
Preferred Stock, Common Stock or other equity securities issued or to be issued
by the Company.
Subject to the preferential and other dividend rights applicable to
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive such dividends (payable in cash, stock or otherwise) as may be declared
on the Common Stock by the Board of Directors at any time or from time to time
out of any funds legally available therefore.
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In the event of any voluntary or involuntary liquidation, distribution or
winding up of the Corporation, after distribution in full of the preferential or
other amounts to be distributed to the holders of shares of Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive all of the
remaining assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of Common Stock held
by them.
SECTION 3. Common Stock - Other Provisions.
(a) Voting Rights. The shares of Common Stock shall have the
following voting rights:
(1) Each share of Common Stock shall entitle the holder
thereof to one vote upon all matters upon which stockholders have the right to
vote.
Except as otherwise required by applicable law, the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation (or, if any holders of shares of Preferred
Stock are entitled to vote together with the holders of Common Stock, as a
single class with such holders of shares of Preferred Stock).
(b) Dividends and Distributions. Except as otherwise provided in
this Certificate of Incorporation, holders of Common Stock shall be entitled to
such dividends and other distributions in cash, stock or property of the
Corporation as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available therefore;
provided, however, that in no event may the rate of any dividend payable on
outstanding shares of any class of Common Stock be greater than the dividend
rate payable on outstanding shares of the other class of Common Stock. All
dividends and distributions on the Common Stock payable in stock of the
Corporation shall be made in shares of Common Stock. In no event will shares of
Common Stock be split, divided or combined unless the outstanding shares of the
Common Stock shall be proportionately split, divided or combined.
(c) Options, Rights or Warrants. The Corporation may make offerings
of options, rights or warrants to subscribe for shares of capital stock to all
holders of Common Stock if an identical offering is made simultaneously to all
the holders of stock. All such offerings of options, rights or warrants shall
offer the respective holders of Common Stock the right to subscribe at the same
rate per share.
ARTICLE VII
Board of Directors
SECTION 1. Number and Terms. The number of directors which shall
constitute the whole Board of Directors shall be determined in the manner
provided in the Bylaws of the Corporation. The initial directors shall hold
office for a term expiring at the next succeeding annual meeting of stockholders
and until election of their respective successors.
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SECTION 2. Vacancies. Any vacancy on the Board of Directors, whether
arising through death, resignation or removal of a director or through an
increase in the number of directors of any class, shall be filled by a majority
vote of all remaining directors. The term of office of any director elected to
fill such a vacancy shall expire at the expiration of the term of office of
directors in which the vacancy occurred.
SECTION 3. Other Provisions. Notwithstanding any other provision of this
Article VII, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock or other securities of the Corporation
shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the term of office, the filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate of Incorporation applicable thereto, and unless the terms of this
Certificate of Incorporation expressly provide otherwise, such directorship
shall be in addition to the number of directors provided in the Bylaws and such
directors shall not be classified. Elections of directors need not be by written
ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VIII
Bylaws
The power to adopt, alter, amend or repeal the Bylaws of the Corporation
shall be vested in the Board of Directors. The stockholders of the Corporation
may adopt, amend or repeal the Bylaws of the Corporation only by the affirmative
vote of holders of at least 66 2/3% of the combined voting power of the then
outstanding shares of stock of all classes and series of the Corporation
entitled to vote generally on matters requiring the approval of stockholders
(the "Voting Stock").
ARTICLE VIII
Stockholder Meetings
Any action required or permitted to be taken by the stockholders of the
Corporation must be taken at a duly called and noticed meeting of stockholders
and may not be taken by consent in writing, unless such action requiring or
permitting stockholder approval is approved by a majority of the directors then
in office. An action required or permitted to be taken by the stockholders which
has been approved by a majority of the directors may be taken by consent in
writing if the consent is signed by the record holders of no less than the
Voting Stock that would otherwise be required for approval of such action.
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ARTICLE IX
Amendments
The provisions set forth in Articles VI, VII, VIII and IX and in this
Article X may not he repealed, rescinded, altered or amended, and no other
provision may be adopted which is inconsistent therewith or impairs in any way
the operation or effect thereof, except by the affirmative vote of holders of
not less than 66 2/3% of the Voting Stock.
Consistent with the preceding sentence, the corporation reserves the right
to adopt, repeal, rescind, alter or amend in any respect any provision contained
in this Certificate of Incorporation as prescribed by applicable law.
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