EXHIBIT 3.01
ARTICLES OF INCORPORATION
OF
DEER VALLEY CORPORATION
The undersigned, acting as incorporator of the captioned corporation under
the Florida Business Corporation Act, adopts the following Articles of
Incorporation, to be effective as of July 21, 2006:
FIRST: The name of the corporation is DEER VALLEY CORPORATION (the
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"Corporation"), and its mailing address is 4904 Eisenhower Blvd., Suite 185,
Tampa, Florida 33634.
SECOND: The address of the registered office of the Corporation in the State of
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Florida is 220 South Franklin Street, Tampa, Florida 33602 and the name of its
registered agent at such address is Brent Jones.
THIRD: The nature of the business or purposes to be conducted or promoted is to
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engage in any lawful act or activity for which corporations may be organized
under the Act.
FOURTH: The total number of shares of capital stock that the Corporation shall
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have the authority to issue shall be 110,000,000 shares, consisting of
100,000,000 shares of common stock, $0.001 par value per share ("Common Stock"),
and 10,000,000 shares of preferred stock, $.01 par value per share ("Preferred
Stock").
FIFTH: Charles G. Masters is the Incorporator, President, and Chief Executive
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Officer of the Corporation. His address is 4904 Eisenhower Blvd., Suite 185,
Tampa, Florida 33634.
The following is a statement of the designations and the powers, privileges and
rights, and the qualifications, limitations or restrictions thereof in respect
of each class of capital stock of the Corporation:
A. COMMON STOCK.
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1. General. The voting, dividend and liquidation rights of the holders of
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the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any Series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.
2. Voting. The holders of Common Stock will be entitled to one vote per
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share on all matters to be voted on by the stockholders of the Corporation.
There shall be no cumulative voting.
3. Dividends. Dividends may be declared and paid on the Common Stock from
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funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
4. Liquidation. Upon the dissolution or liquidation of the Corporation,
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whether voluntary or involuntary, holders of Common Stock will be entitled to
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receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential liquidation rights of any then
outstanding Preferred Stock.
B. PREFERRED STOCK.
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Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. No share of
Preferred Stock that is redeemed, purchased or acquired by the Corporation may
be reissued except as otherwise provided herein or by law. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly provided herein, in any
such resolution or resolutions, or by law.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including, without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the laws of Florida. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law. Except as otherwise provided by law, by these Articles of Incorporation, or
by written contracts, no vote of the holders of the Preferred Stock or Common
Stock shall be a prerequisite to the issuance of any shares of any series of the
Preferred Stock authorized by and complying with the conditions of the Articles
of Incorporation.
SIXTH: In furtherance of and not in limitation of powers conferred by statute,
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it is further provided that:
(a) (1) The business and affairs of the Corporation shall be managed
under the direction of a Board of Directors, consisting of not less than
three nor more than twelve Directors, the number of which shall be
determined from time to time by resolution adopted by affirmative of a
majority of Directors then in office. The Directors shall be classified
with respect to the time for which they shall severally hold office by
dividing them into three classes, Class I, Class II, and Class III, each
consisting as nearly as possible of one-third of the whole number of the
Board of Directors. All Directors shall hold office until their successors
are chosen and qualified, or until their earlier death, resignation,
disqualification or removal. At the first election of Directors following
adoption of this provision by the stockholders of the Corporation, Class I
Directors shall be elected for a term of one year; Class II Directors shall
be elected for a term of two years; and Class III Directors shall be
elected for a term of three years; and at each annual election thereafter,
successors to the Directors whose terms shall expire that year shall be
elected to hold office for a term of three years, so that the term of
office of one class of Directors shall expire in each year. Any vacancy on
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the Board of Directors that results from an increase in the number of
Directors may be filled by the affirmative vote of a majority of the
Directors then in office, and any other vacancy on the Board of Directors
may be filled by the affirmative vote of a majority of the Directors then
in office, although less than a quorum, or by a sole remaining Director.
Any Director elected to fill a vacancy not resulting from an increase in
the number of Directors shall serve for a term equivalent to the remaining
unserved portion of the term of such newly elected Director's predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have
the right, voting separately by class or series, to elect Directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be
governed by the terms of the Articles of Incorporation applicable thereto,
and such Directors shall not be divided into classes pursuant to this
Article SIXTH (a)(1) unless expressly provided by such terms.
(2) Resignation or Removal of Directors. Any director or the
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entire Board of Directors may be removed for "Cause," as hereinafter
defined, by the holders of a majority of the stock issued and
outstanding and entitled to vote at an election of directors;
provided, however, that the directors elected by a particular class of
stockholders may be removed only by the vote of the holders of a
majority of the shares of such class. No director may be removed
without "Cause" by vote of the stockholders. Any director may resign
at any time by delivering a resignation in writing to the principal
executive officer or the secretary or to a meeting of the Board of
Directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time; and without in either
case the necessity of its being accepted unless the resignation shall
so state. No director resigning and (except where a right to receive
compensation shall be expressly provided in a duly authorized written
agreement with the Corporation) no director removed shall have any
right to receive compensation as such director for any period
following the director's resignation or removal, or any right to
damages on account of such removal, whether the director's
compensation be by the month or by the year or otherwise; unless in
the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion
provide for compensation. For purposes of this Section 4.16, "Cause"
means:
(A) willful and continued material failure, refusal or
inability to perform one's duties to the Corporation or the
willful engaging in gross misconduct materially and demonstrably
damaging to the Corporation; or
(B) conviction for any crime involving moral turpitude or
any other illegal act that materially and adversely reflects upon
the business, affairs or reputation of the Company or on one's
ability to perform one's duties to the Corporation.
(3) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected by
any consent in writing by such holders. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed
by law or by these Articles of
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Incorporation, may be called by the Chairman of the Board of
Directors or the President and shall be called by the President or
Secretary at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the
proposed meeting and business to be transacted at any special meeting
of the stockholders.
(4) No amendment to the Articles of Incorporation of the
Corporation shall amend, alter, or repeal any of the provisions of
this Article SIXTH (a) unless the amendment effecting such amendment,
alteration or repeal shall receive the affirmative vote of or consent
of the holders of seventy-five percent (75%) of all shares of stock of
the Corporation entitled to vote at a meeting of stockholders held for
the purpose of voting on such amendment, considered for the purposes
of this Article SIXTH as one class; provided that this paragraph SIXTH
(a)(4) shall not apply to, and such seventy-five percent (75%) vote
shall not be required for, any such amendment recommended to the
stockholders pursuant to a resolution of the Board of Directors
approved by two-thirds of the Continuing Directors. For purposes of
this paragraph SIXTH (a)(4), a "Continuing Director" shall mean any
Director of the Corporation who is or becomes a Director on the date
that this Article SIXTH is first adopted by the Corporation's
stockholders or any Director elected by a majority of the Continuing
Directors then in office to succeed any Director or to fill any
vacancy on the Board of Directors whether resulting from an increase
in the number of Directors or otherwise.
(b) Subject to any applicable requirements of law, the books of the
Corporation may be kept outside the State of Florida at such locations as
may be designated by the Board of Directors or in the By-Laws of the
Corporation.
(c) The Board of Directors may from time to time determine whether, to
what extent, at what times and places and under what conditions and
regulations the accounts, books, and records of the Corporation, or any of
them, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account, book, or document
of the Corporation, except as and to the extent expressly provided by law
or expressly authorized by resolution of the Board of Directors.
(d) Except as provided to the contrary in the provisions establishing
a class of Stock, the number of authorized shares of such class may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the stock of the
Corporation entitled to vote, voting as a single class.
(e) In addition to the powers and authority herein or by law expressly
conferred upon them, the directors are hereby empowered to exercise all
such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the laws of
the State of Florida, these Articles of Incorporation and any By-Laws
adopted by the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the directors
which would have been valid if such By-Laws had not been adopted.
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SEVENTH: The following provisions shall apply with respect to the
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indemnification of, and advancement of expenses to, certain parties as set forth
below:
A. INDEMNIFICATION.
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1. Proceedings Other than by or in the Right of the Corporation. The
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Corporation shall indemnify each person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation), by reason of the fact that
such person is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving or has agreed to serve, at the request of the
Corporation, as a director, officer, or trustee of, or in a similar capacity
with, another corporation (including any partially or wholly owned subsidiary of
the Corporation), partnership, joint venture, trust, or other enterprise
(including any employee benefit plan) (each of such persons being referred to as
an "Indemnitee"), or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Indemnitee or on the Indemnitee's behalf in connection with such action,
suit or proceeding and any appeal therefrom, if (A) the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation and (B) with respect to any
criminal action or proceeding, the Indemnitee had no reasonable cause to
believe. the Indemnitee's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the Indemnitee did not act in good faith, did not act in a manner that the
Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the Corporation or, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that the Indemnitee's conduct was unlawful.
Notwithstanding anything to the contrary in this Article SEVENTH, except as set
forth in Section C.2. of this Article SEVENTH, the Corporation shall not
indemnify an Indemnitee seeking indemnification in connection with a proceeding
(or part thereof) initiated by the Indemnitee unless the initiation thereof was
approved by the Board of Directors of the Corporation.
2. Proceedings by or in the Right of the Corporation. The Corporation shall
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indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in the Corporation's favor by reason of
the fact that the Indemnitee is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving as a director, officer or
trustee of; or in a similar capacity with, another corporation (including any
partially or wholly owned subsidiary of the Corporation), partnership, joint
venture, trust, or other enterprise (including any employee benefit plan), or by
reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf
in connection with such action, suit or proceeding and any appeal therefrom, if
the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which the Indemnitee shall have been adjudged to be liable to the
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Corporation unless and only to the extent that a Court of the State of Florida
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such expenses (including
attorneys' fees) that the Court shall deem proper.
3. Expenses of Successful Indemnitee. Notwithstanding any other provision
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of this Article SEVENTH, to the extent that an Indemnitee has been successful,
on the merits or otherwise (including a disposition without prejudice), in
defense of any action, suit or proceeding referred to in Section A.1. or 2. of
this Article SEVENTH, or in defense of any claim, issue or matter therein, or on
appeal from any such action, suit or proceeding, the Indemnitee shall be
indemnified against all expenses (including attorneys' fees) actually and
reasonably incurred by the Indemnitee or on the Indemnitee's behalf in
connection therewith. Without limiting the foregoing, if any action, suit or
proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (A) the disposition being adverse to the Indemnitee,
(B) an adjudication that the Indemnitee was liable to the Corporation, (C) a
plea of guilty or nolo contendere by the Indemnitee, (D) an adjudication that
the Indemnitee did not act in good faith and in a manner the Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and (E) with respect. to any criminal proceeding, an adjudication
that the Indemnitee had reasonable cause to believe the Indemnitee's conduct was
unlawful, the Indemnitee shall be considered for the purposes hereof to have
been wholly successful with respect thereto.
4. Partial Indemnification. If any Indemnitee is entitled under any
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provision of this Section A. to indemnification by the Corporation for a
portion, but not all, of the expenses (including attorneys' fees), judgments,
fines or amounts paid in settlement actually and reasonably incurred by the
Indemnitee or on the Indemnitee's behalf in any appeal therefrom, the
Corporation shall indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.
B. ADVANCEMENT OF EXPENSES.
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Subject to Section C.2. of this Article SEVENTH, in the event that the
Corporation does not assume a defense pursuant to Section C.1. of this Article
SEVENTH of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article SEVENTH, any expenses (including
attorneys' fees) incurred by an Indemnitee. in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter; provided,
however, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article
SEVENTH. Any such undertaking by an Indemnitee shall be accepted without
reference to the financial ability of the Indemnitee to make such repayment.
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C. PROCEDURES.
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1. Notification and Defense of Claim. As a condition precedent to any
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Indemnitee's right to be indemnified, the Indemnitee must promptly notify the
Corporation in writing of any action, suit, proceeding, or investigation
involving the Indemnitee for which indemnity will or may be sought. With respect
to any action, suit, proceeding, or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume. the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee, provided that the Corporation
shall not be entitled, without the consent of the Indemnitee, to assume the
defense of any claim brought by or in the right of the Corporation or as to
which counsel for the Indemnitee shall have reasonably concluded that there may
be a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such claim.
After notice from the Corporation to the Indemnitee of its election so to assume
such defense, the Corporation shall not be liable to the Indemnitee for any
legal or other expenses subsequently incurred by the Indemnitee in connection
with such claim, other than as provided in this Section C.1. The Indemnitee
shall have the right to employ the Indemnitee's own counsel in connection with
such claim, but the fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of the Indemnitee unless (A) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (B) counsel to the Indemnitee has reasonably
concluded that there may be a conflict of interest or position on any
significant issue between the Corporation and the Indemnitee in the conduct of
the defense of such action or (C) the Corporation has not in fact employed
counsel to assume the defense of such action, in each of which cases the fees
and expenses of counsel for the Indemnitee shall be at the expense of the
Corporation except as otherwise expressly provided by this Article SEVENTH.
2. Requests and Payment. In order to obtain indemnification or advancement
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of expenses pursuant to this Article SEVENTH, an Indemnitee shall submit to the
Corporation a written request therefor, which request shall include
documentation and information as is reasonably available to the Indemnitee and
is reasonably necessary to determine whether and to what extent the Indemnitee
is entitled to indemnification or advancement of expenses. Any such
indemnification or advancement of expenses shall be made promptly, and in any
event within sixty days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section A.1, A.2., or
B. of this Article SEVENTH, the Corporation determines, by clear and convincing
evidence, within such sixty-day period, that any Indemnitee did not meet the
applicable standard of conduct set forth in Section A.1. or A.2. of this Article
SEVENTH. Such determination shall be made in each instance by (A) a majority
vote of the directors of the Corporation consisting of persons who are not at
that time parties to the action, suit or proceeding in question ("disinterested
directors"), even though less than a quorum, (B) a majority vote of a quorum of
the outstanding shares of capital stock of all classes entitled to vote for
directors, which quorum shall consist of stockholders who are not at that time
parties to the action, suit, proceeding or investigation in question, (C)
independent legal counsel (who may be regular legal counsel to the Corporation),
or (D) a court of competent jurisdiction.
3. Remedies. The right of an Indemnitee to indemnification or advancement
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of expenses pursuant to this Article SEVENTH shall be enforceable by the
Indemnitee in any court of competent jurisdiction if the Corporation denies, in
whole or in part, a request of an Indemnitee in accordance with the preceding
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Paragraph 2. or if no disposition thereof is made within the sixty-day period
referred to in the preceding Paragraph 2. Unless otherwise provided by law, the
burden of proving that an Indemnitee is not entitled to indemnification or
advancement of expenses pursuant to this Article SEVENTH shall be on the
Corporation. Neither the failure of the Corporation to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met any applicable standard of conduct,
nor an actual determination by the Corporation pursuant to the preceding Section
C.2. that the Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the Indemnitee has not
met the applicable standard of conduct. The Indemnitee's expenses (including
attorneys' fees) incurred in connection with successfully establishing the
Indemnitee's right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.
D. RIGHTS NOT EXCLUSIVE.
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The right of an Indemnitee to indemnification and advancement of expenses
pursuant to this Article SEVENTH shall not be deemed exclusive of any other
rights to which the Indemnitee may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in the Indemnitee's official capacity and as to
action in any other capacity while holding office for the Corporation, and shall
continue as to an Indemnitee who has ceased to serve in the capacity with
respect to which the Indemnitee's right to indemnification or advancement of
expenses accrued, and shall inure to the benefit of the estate, heirs,
executors, and administrators of the Indemnitee. Nothing contained in this
Article SEVENTH shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures supplemental to those set forth in this
Article SEVENTH. The Corporation may, to the extent authorized from time to time
by its Board of Directors, grant indemnification rights to other employees or
agents of the Corporation or other persons serving the Corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article SEVENTH. In addition, the Corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation (including any partially or
wholly owned subsidiary of the Corporation), partnership, joint venture, trust
or other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by such a person in any such capacity, or arising out
of such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
laws of the State of Florida.
E. SUBSEQUENT EVENTS.
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1. Amendments of Article or Law. No amendment, termination or repeal of
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this Article SEVENTH or of any relevant provisions of the Florida Statutes or
any other applicable law shall affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions of this Article SEVENTH with
respect to any action, suit, proceeding, or investigation arising out of or
relating to any actions, transactions, or facts occurring prior to the effective
date of such amendment, termination or repeal. If the Florida Statutes are
amended after adoption of this Article SEVENTH to expand further the
indemnification permitted to any Indemnitee, then the Corporation shall
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indemnify the Indemnitee to the fullest extent permitted by the law of the State
of Florida, as so amended, without the need for any further action with respect
to this Article SEVENTH.
2. Merger or Consolidation. If the Corporation is merged into or
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consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article SEVENTH with respect to any action, suit,
proceeding or investigation arising out of or relating to any actions,
transactions or factors occurring prior to the date of such merger or
consolidation.
F. INVALIDATION.
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If any or all of the provisions of. this Article SEVENTH shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable provision of this
Article SEVENTH that shall not have been invalidated and to the fullest extent
permitted by the laws of the State of Florida or any other applicable law.
G. DEFINITIONS.
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Unless defined elsewhere in these Articles of Incorporation, any term used
in this Article SEVENTH and defined in the Act shall have the meaning ascribed
to such term in the Act.
EIGHTH: Whenever a compromise or arrangement is proposed between this
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Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Florida may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of the Florida Statutes or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of the Florida Statutes order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
application has been reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
NINTH: No director of the Corporation shall be personally liable to the
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Corporation or to any of its stockholders for monetary damages arising out of
such director's breach of fiduciary duty as a director of the Corporation,
except to the extent that the elimination or limitation of such liability is not
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permitted by the Act, as the same exists or may hereafter be amended. No
amendment to or repeal of this ARTICLE NINTH shall apply to or have any effect
on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of the director occurring prior to such
amendment or repeal.
TENTH: The Corporation reserves the right to amend, alter, change, or repeal
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any provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute and these Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing, any other provision of law, these
Articles of Incorporation or the By-Laws, and notwithstanding the fact that a
lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the shares of capital stock of the
corporation issued and outstanding and entitled to vote shall be required to
amend or repeal, or to adopt any provision inconsistent with, Article SIXTH or
Article TENTH of these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this 21st day of July, 2006.
DEER VALLEY CORPORATION
By: /s/ Charles G. Masters
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Name: Charles G. Masters
Title: Incorporator, President, and
Chief Executive Officer
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CERTIFICATE DESIGNATING
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REGISTERED AGENT
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Pursuant to the provisions of Sec.Sec.48.091 and 607.0501, Florida
Statutes, DEER VALLEY CORPORATION, desiring to organize under the laws of the
State of Florida, hereby designates Brent A. Jones, an individual resident of
the State of Florida, as its Registered Agent for the purpose of accepting
service of process within such state and designates 220 S. Franklin Street,
Tampa, Florida 33602, the business office of its Registered Agent, as its
Registered Office.
DEER VALLEY CORPORATION
By: /s/ Charles G. Masters
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Charles G. Masters, Incorporator
ACKNOWLEDGMENT
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I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligations
imposed by Florida law upon that position, and agree to act as such in
accordance with the provisions of Sec.Sec.48.091 and 607.0505, Florida Statutes.
/s/ Brent A. Jones
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Brent A. Jones
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