Exhibit 3.1
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
SEAOSPA, INC.
ARTICLE 3. CAPITAL STOCK
The aggregate number of shares that the Corporation will have authority to issue
is One Hundred and Fifty Million (150,000,000), of which One Hundred Million
(100,000,000) shares will be common stock ("Common Stock"), with a par value of
$0.0001 per share, and Fifty Million (50,000,000) shares will be preferred
stock, with a par value of $0.0001 per share ("Preferred Stock").
The Preferred Stock may be divided into and issued in series. The Board of
Directors of the Corporation is authorized to divide the authorized shares of
Preferred Stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Corporation is authorized, within any
limitations prescribed by law and this Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of Preferred Stock including but not limited to the
following.
(a) The rate of dividend, the time of payment of dividends, whether
dividends are cumulative, and the date from which any dividends shall
accrue;
(b) Whether shares may be redeemed, and, if so, the redemption price and
the terms and conditions of redemption;
(c) The amount payable upon shares in the event of voluntary or
involuntary liquidation;
(d) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(e) The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(f) Voting powers, if any, provided that if any of the Preferred Stock or
series thereof shall have voting rights, such Preferred Stock or
series shall vote only on a share for share basis with the Common
Stock on any matter, including but not limited to the election of
directors, for which such Preferred Stock or series has such rights;
and
(g) Subject to the foregoing, such other terms, qualifications,
privileges, limitations, options, restrictions, and special or
relative rights and preferences, if any, of shares or such series as
the Board of Directors of the Corporation may, at the time so acting,
lawfully fix and determine under the laws of the State of Nevada.
The Corporation shall not declare, pay or set apart for payment any dividend or
other distribution (unless payable solely in shares of Common Stock or other
class of stock junior to the Preferred Stock as to dividends or upon
liquidation) in respect of Common Stock, or other class of stock junior to the
Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
consideration shares of any of the foregoing, unless dividends, if any, payable
to holders of Preferred Stock for the current period (and in the case of
cumulative dividends, if any, payable to holders of Preferred Stock for the
current period and in the case of cumulative dividends, if any, for all past
periods) have been paid, are being paid or have been set aside for payment, in
accordance with the terms of the Preferred Stock, as fixed by the Board of
Directors.
In the even of the liquidation of the Corporation, holders of Preferred Stock
shall be entitled to receive, before any payment or distribution on the Common
Stock or any other class of stock junior to the Preferred Stock upon
liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
Preferred Stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such Preferred Stock (whether or
not earned or declared) to the date of such distribution. Neither the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation, nor any consolidation or merger of the Corporation, shall be deemed
to be a liquidation for the purposes of this Article.
ARTICLE 8. BOARD OF DIRECTORS
(a) Number of Directors. The number of the directors constituting the
entire Board will be not less than one (1) nor more than fifteen (15)
as fixed from time to time by vote of the majority of the entire
Board, provided, however, that the number of directors will not be
reduced so as to shorten the term of any director at the time in
office.
(b) Vacancies. Any vacancies in the Board of Directors for any reason, and
any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a quorum,
and any directors so chosen will hold office during the remainder of
the term of office of the resigning director.
ARTICLE 9. ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
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ARTICLE 10. COMBINATIONS WITH INTEREST STOCKHOLDERS
The Corporation elects not to be governed by NRS 78.411 to 78.444, inclusive.
ARTICLE 11. LIABILITY
To the fullest extent permitted by NRS 78, a director or officer of the
Corporation will not be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided that
this article will not eliminate or limit the liability of a director or officer
for:
(a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or
(b) the payment of distributions in violation of NRS 78.300, as amended.
Any amendment or repeal of this Section 5 will not adversely affect any right or
protection of a director of the Corporation existing immediately prior to such
amendment or repeal.
ARTICLE 12. INDEMNIFICATION
(a) Right to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the "Indemnitee") made or
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation)
by reason of the fact that he or she is or was a director of the
Corporation or is or was serving as a director, officer, employee or
agent of another entity at the request of the Corporation or any
predecessor of the Corporation against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and
expenses (including attorneys' fees and disbursements) that he or she
incurs in connection with such action or proceeding.
(b) Inurement. The right to indemnification will inure whether or not the
claim asserted is based on matters that predate the adoption of this
Section 6, will continue as to an Indemnitee who has ceased to hold
the position by virtue of which he or she was entitled to
indemnification, and will inure to the benefit of his or her heirs and
personal representatives.
(c) Non-exclusivity of Rights. The right to indemnification and to the
advancement of expenses conferred by this Section 6 are not exclusive
of any other rights that an Indemnitee may have or acquire under any
statute, bylaw, agreement, vote of stockholders or disinterested
directors, these Articles of Incorporation or otherwise.
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(d) Other Sources. The Corporation's obligation, if any, to indemnify or
to advance expenses to any Indemnitee who was or is serving at its
request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or other
entity will be reduced by any amount such Indemnitee may collect as
indemnification or advancement of expenses from such other entity.
(e) Advancement of Expenses. The Corporation will, from time to time,
reimburse or advance to any Indemnitee the funds necessary for payment
of expenses, including attorneys' fees and disbursements, incurred in
connection with defending any proceeding for which he or she is
indemnified by the Corporation, in advance of the final disposition of
such proceeding; provided that the Corporation has received the
undertaking of such director or officer to repay any such amount so
advanced if it is ultimately determined by a final and unappealable
judicial decision that the director or officer is not entitled to be
indemnified for such expenses.
ARTICLE 13. OBJECTS
The nature of the business of the Corporation and the objects or the purposes to
be transacted, promoted, or carried on by it are to engage in any lawful
activity.
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