RESTATED ARTICLES OF INCORPORATION
OF
OBN HOLDINGS, INC.
(FILE NUMBER C-1549-03)
Pursuant to the provisions of the Nevada Revised
Statutes, the undersigned Corporation adopts these Restated
Articles of Incorporation:
FIRST: The Articles of Incorporation as now filed are stricken
in its entirety, and the following RESTATED ARTICLES OF
INCORPORATION are substituted therefore as if they had been the
original Articles of Incorporation;
ARTICLE 1. Name
The name of this corporation is:
OBN HOLDINGS, INCORPORATED
ARTICLE 2. Purpose
The purpose for which this corporation is formed is to
conduct any lawful business allowable by the Laws of the State
of Nevada.
ARTICLE 3. Registered Office; Registered Agent
The address of the initial registered office of the
corporation is:
3366 Kensbrook Street
Las Vegas, Nevada 89121
The name and address of the initial Registered Agent of
the corporation is:
Susan Johnson
3366 Kensbrook Street
Las Vegas, Nevada 89121
ARTICLE 4. Principal Office
The business address of the corporation's principal
office is: 4322 Wilshire Blvd. Suite 205, Los Angeles,
California 90010
ARTICLE 5. Duration
The corporation is to commence its corporate existence on
the date of subscription and acknowledgement of these Articles
of Incorporation and shall exist perpetually thereafter until
dissolved according to law.
ARTICLE 6. Directors
6.1 Number: The number of directors of the Corporation
shall be subject to the Corporation's bylaws (the "Bylaws"),
provided however, the number of directors of the Corporation
may not be fewer than two unless the Corporation has fewer than
two stockholders, in which case the number of directors may not
be fewer than the number of stockholders.
6.2 Class of Directors: If there shall be more than one
director, the directors shall be classified, in respect solely
to the time for which they shall severally hold office, by
dividing them into three classes (two classes if there are only
two directors), each such class to be as nearly as possible
equal in number of directors to each other class. If there are
three or more directors: (i) the first term of office of
directors of the first class shall expire at the first annual
meeting after their election, and thereafter such terms shall
expire on each three year anniversary of such date; (ii) the
term of office of the directors of the second class shall
expire on the one year anniversary of the first annual meeting
after their election, and thereafter such terms shall expire on
each three year anniversary of such one year anniversary; and
(iii) the term of office of the directors of the third class
shall expire on the two year anniversary of the first annual
meeting after their election, and thereafter such terms shall
expire on each three year anniversary of such two year
anniversary. If there are two directors: (i) the first term of
office of directors of the first class shall expire at the
first annual meeting after their election, and thereafter such
terms shall expire on each two year anniversary of such date;
and (ii) the term of office of the directors of the second
class shall expire on the one year anniversary of the first
annual meeting after their election, and thereafter such terms
shall expire on each two year anniversary of such one year
anniversary. If there is one director, the term of office such
director shall expire at the first annual meeting after his
election. At each succeeding annual meeting, the stockholders
of the Corporation shall elect directors for a full term or the
remainder thereof, as the case may be, to succeed those whose
terms have expired. Each director shall hold office for the
term for which elected and until his or her successor shall be
elected and shall qualify, or until he or she shall resign or
be removed as set forth below.
6.3 Powers of Directors: Subject to the limitations
contained in the Articles of incorporation and the
corporation law for the State of Nevada
concerning corporate action that must be authorized or
approved by the shareholders of the corporation, all corporate
powers shall be exercised by or under the authority of the
board of directors, and the business and affairs of the
corporation shall be controlled by the board.
6.4 Removal of Directors: Any directors, any class of
directors or the entire Board of Directors may be removed from
office by stockholder vote at any time, without assigning any
cause, but only if the holders of not less than two-thirds
(2/3) of the outstanding shares of capital stock of the
Corporation entitled to vote upon election of directors, voting
together as a single class, shall vote in favor of such
removal.
6.5 Initial Board of Directors:
The First Board of Directors shall consist of:
Roger Neal Smith-4322 Wilshire Blvd. Suite 205, Los Angeles, California 90010;
Larry Taylor-4322 Wilshire Blvd. Suite 205, Los Angeles, California 90010;
Dennis Johnson-4322 Wilshire Blvd. Suite 205, Los Angeles, California 90010;
Donald Wilson-4322 Wilshire Blvd. Suite 205, Los Angeles, California 90010.
ARTICLE 7. Incorporators
The names and addresses of the incorporator is:
Name Address
Roger Neal Smith 3960 Howard Hughes Parkway,
Suite 500
Las Vegas, Nevada 89109
ARTICLE 8. Capitalization
8.1 Authorized Shares: The total number of shares of
capital stock which the Corporation has the authority to issue
in seventy million (70,000,000). The total number of shares of
common stock which the Corporation is authorized to issue is
fifty million (50,000,000) and the par value of each share of
such common stock is one-tenth of one cent ($.001) for an
aggregate par value of fifty thousand dollars ($50,000). The
total number of shares of preferred stock which the Corporation
is authorized to issue is twenty million (20,000,000) and the
par value of each share of such preferred stock is one-tenth of
one cent ($.001) for an aggregate par value of two thousand
dollars ($20,000).
8.1 Rights for Preferred Shares: The board of directors
is expressly authorized to adopt, from time to time, a
resolution or resolutions providing for the issue of preferred
stock in one or more series, to fix the number of shares in
each such series and to fix the designations and the powers,
preferences and relative, participating, optional and other
special rights and the qualifications, limitations and
restrictions of such shares, of each such series. The authority
of the board of directors with respect to each such series
shall include a determination of the following, which may vary
as between the different series of preferred stock:
(a) The number of shares constituting the series and
the distinctive designation of the series;
(b) The dividend rate on the shares of the series, the
conditions and dates upon which dividends on such shares shall
be payable, the extent, if any, to which dividends on such
shares shall be cumulative, and the relative rights of
preference, if any, of payment of dividends on such shares;
(c) Whether or not the shares of the series are
redeemable and, if redeemable, the time or times during which
they shall be redeemable and the amount per share payable on
redemption of such shares, which amount may, but need not,
vary according to the time and circumstances of such
redemption;
(d) The amount payable in respect of the shares of the
series, in the event of any liquidation, dissolution or
winding up of this corporation, which amount may, but need not,
vary according to the time or circumstances of such action,
and the relative rights of preference, if any, of payment of
such amount;
(e) Any requirement as to a sinking fund for the shares
of the series, or any requirement as to the redemption,
purchase or other retirement by this corporation of the shares
of the series;
(f) The right, if any, to exchange or convert shares of
the series into other securities or property, and the rate or
basis, time, manner and condition of exchange or conversion;
(g) The voting rights, if any, to which the holders of
shares of the series shall be entitled in addition to the
voting rights provided by law; and
(h) Any other terms, conditions or provisions with
respect to the series not inconsistent with the provisions of
this ARTICLE or any resolution adopted by the board of
directors pursuant to this ARTICLE.
The number of authorized shares of preferred stock may be
increased or decreased by the affirmative vote of the holders
of a majority of the stock of this corporation entitled to vote
at a meeting of shareholders. No holder of shares of preferred
stock of this corporation shall, by reason of such holding have
any preemptive right to subscribe to any additional issue of
any stock of any class or series nor to any security
convertible into such stock.
8.2 Statement of Rights for Common Shares:
(a) Subject to any prior rights to receive dividends to
which the holders of shares of any series of the preferred
stock may be entitled, the holders of shares of common stock
shall be entitled to receive dividends, if and when declared
payable from time to time by the board of directors, from funds
legally available for payment of dividends.
(b) In the event of any dissolution, liquidation or
winding up of this corporation, whether voluntary or
involuntary, after there shall have been paid to the holders of
shares of preferred stock the full amounts to which they shall
be entitled, the holders of the then outstanding shares of
common stock shall be entitled to receive, pro rata, any
remaining assets of this corporation available for distribution
to its shareholders. The board of directors may distribute in
kind to the holders of the shares of common stock such
remaining assets of this corporation or may sell, transfer or
otherwise dispose of all or any part of such remaining assets
to any other corporation, trust or entity and receive payment
in cash, stock or obligations of such other corporation, trust
or entity or any combination of such cash, stock, or
obligations, and may sell all or any part of the consideration
so received, and may distribute the consideration so received
or any balance or proceeds of it to holders of the shares of
common stock. The voluntary sale, conveyance, lease, exchange
or transfer of all or substantially all the property or assets
of this corporation (unless in connection with that event the
dissolution, liquidation or winding up of this corporation is
specifically approved), or the merger or consolidation of this
corporation into or with any other corporation, or the merger
of any other corporation into it, or any purchase or
redemption of shares of stock of this corporation of any class,
shall not be deemed to be a dissolution, liquidation or
winding up of this corporation for the purpose of this
paragraph (b).
(c) Except as provided by law or this certificate of
incorporation with respect to voting by class or series, each
outstanding share of common stock of this corporation shall
entitle the holder of that share to one vote on each matter
submitted to a vote at a meeting of shareholders.
(d) Such numbers of shares of common stock as may from
time to time be required for such purpose shall be reserved for
issuance (i) upon conversion of any shares of preferred stock
or any obligation of this corporation convertible into shares
of common stock and (ii) upon exercise of any options or
warrants to purchase shares of common stock.
ARTICLE 9. Shareholders
9.1 Amendment of Bylaws: The board of directors has
the power to make, repeal, amend and alter the bylaws of the
corporation, to the extent provided in the bylaws. However,
the paramount power to repeal, amend and alter the bylaws, or
to adopt new bylaws, is vested in the shareholders. This power
may be exercised by a vote of a majority of shareholders
present at any annual or special meeting of the shareholders.
Moreover, the directors have no power to suspend, repeal,
amend or otherwise alter any bylaw or portion of any bylaw so
enacted by the shareholders, unless the shareholders, in
enacting any bylaw or portion of any bylaw, otherwise provide.
9.2 Personal Liability of Shareholders: The private
property of the shareholders of this corporation is not subject
to the payment of corporate debts, except to the extent of any
unpaid balance of subscription for shares.
9.3 Denial of Preemptive Rights: No holder of any
shares of the corporation of any class now or in the future
authorized shall have any preemptive right as such holder
(other than such right, if any, as the board of directors in
its discretion may determine) to purchase or subscribe for any
additional issues of shares of the corporation of any class
now or in the future authorized, nor any shares of the
corporation purchased and held as treasury shares, or any part
paid receipts or allotment certificates in respect of any such
shares, or any securities convertible into or exchangeable for
any such shares, or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or
otherwise acquire any such shares, whether such shares,
receipts, certificates, securities, warrants or other
instruments be unissued, or issued and subsequently acquired by
the corporation; and any such shares, receipts, certificates,
securities, warrants or other instruments, in the discretion
of the board of directors, may be offered from time to time to
any holder or holders of shares of any class or classes to the
exclusion of all other holders of shares of the same or any
other class at the time outstanding.
9.4 Voting Rights: Except as otherwise expressly
provided by the law of the State of Nevada or this
certificate of incorporation or the resolution of the board of
directors providing for the issue of a series of preferred
stock, the holders of the common stock shall possess exclusive
voting power for the election of directors and for all other
purposes. Every holder of record of common stock entitled to
vote and, except as otherwise expressly provided in the
resolution or resolutions of the board of directors providing
for the issue of a series of preferred stock, every holder of
record of any series of preferred stock at the time entitled
to vote, shall be entitled to one vote for each share held.
9.5 Actions By Written Consent: Whenever the vote of
shareholders at a meeting of shareholders is required or
permitted to be taken for or in connection with any corporate
action by any provision of the corporation law of the State of
Nevada, or of this certificate of incorporation or of the
bylaws authorized or permitted by that law, the meeting and
vote of shareholders may be dispensed with if the proposed
corporate action is taken with the written consent of the
holders of stock having a majority of the total number of
votes which might have been cast for or in connection with that
action if a meeting were held; provided that in no case shall
the written consent be by the holders of stock having less than
the minimum percentage of the vote required by statute for
that action, and provided that prompt notice is given to all
shareholders of the taking of corporate action without a
meeting and by less than unanimous written consent.
ARTICLE 10. Amendments
The corporation shall be deemed, for all purposes, to
have reserved the right to amend, alter, change or repeal any
provision contained in its articles of incorporation, as
amended, to the extent and in the manner now or in the future
permitted or prescribed by statute, and all rights conferred in
these Articles upon shareholders are granted subject to that
reservation.
ARTICLE 11. Regulation of Business and Affairs of
Corporation
11.1 Powers of Board of Directors
(a) In furtherance and not in limitation of the powers
conferred upon the board of directors by statute, the board of
directors is expressly authorized, without any vote or other
action by shareholders other than such as at the time shall be
expressly required by statute or by the provisions of these
Articles of incorporation, as amended, or of the bylaw, to
exercise all of the powers, rights and privileges of the
corporation (whether expressed or implied in these Articles or
conferred by statute) and to do all acts and things which may
be done by the corporation, including, without limiting the
generality of the above, the right to:
(i) Pursuant to a provision of the bylaw, by resolution
adopted by a majority of the actual number of directors elected
and qualified, to designate from among its members an executive
committee and one or more other committees, each of which, to
the extent provided in that resolution or in the bylaw, shall
have and exercise all the authority of the board of directors
except as otherwise provided by law;
(ii) To make, alter, amend or repeal bylaw for the
corporation;
(iii) To authorize the issuance from time to time of all
or any shares of the corporation, now or in the future
authorized, part paid receipts or allotment certificates in
respect of any such shares, and any securities convertible
into or exchangeable for any such shares (regardless of
whether those shares, receipts, certificates or securities be
unissued or issued and subsequently acquired by the
corporation), in each case to such corporations, associations,
partnerships, firms, individuals or others (without offering
those shares or any part of them to the holders of any shares
of the corporation of any class now or in the future
authorized), and for such consideration (regardless of whether
more or less than the par value of the shares), and on such
terms as the board of directors from time to time in its
discretion lawfully may determine;
(iv) From time to time to create and issue rights or
options to subscribe for, purchase or otherwise acquire any
shares of stock of the corporation of any class now or in the
future authorized or any bonds or other obligations or
securities of the corporation (without offering the same or
any part of them to the holders of any shares of the
corporation of any class now or in the future authorized);
(v) In furtherance and not in limitation of the
provisions of the above subdivisions (iii) and (iv), from time
to time to establish and amend plans for the distribution among
or sale to any one or more of the officers or employees of the
corporation, or any subsidiary of the corporation, of any
shares of stock or other securities of the corporation of any
class, or for the grant to any of such officers or employees
of rights or options to subscribe for, purchase or otherwise
acquire any such shares or other securities, without in any
case offering those shares or any part of them to the holders
of any shares of the corporation of any class now or in the
future authorized; such distribution, sale or grant may be in
addition to or partly in lieu of the compensation of any such
officer or employee and may be made in consideration for or in
recognition of services rendered by the officer or employee, or
to provide him/her with an incentive to serve or to agree to
serve the corporation or any subsidiary of the corporation, or
otherwise as the board of directors may determine; and
(vi) To sell, lease, exchange, mortgage, pledge, or
otherwise dispose of or encumber all or any part of the assets
of the corporation unless and except to the extent otherwise
expressly required by statute.
(b) The board of directors, in its discretion, may from
time to time:
(i) Declare and pay dividends upon the authorized shares
of stock of the corporation out of any assets of the
corporation available for dividends, but dividends may be
declared and paid upon shares issued as partly paid only upon
the basis of the percentage of the consideration actually paid
on those shares at the time of the declaration and payment;
(ii) Use and apply any of its assets available for
dividends, subject to the provisions of these Articles, in
purchasing or acquiring any of the shares of stock of the
corporation; and
(iii) Set apart out of its assets available for dividends
such sum or sums as the board of directors may deem proper, as
a reserve or reserves to meet contingencies, or for equalizing
dividends, or for maintaining or increasing the property or
business of the corporation, or for any other purpose it may
deem conducive to the best interests of the corporation. The
board of directors in its discretion at any time may increase,
diminish or abolish any such reserve in the manner in which it
was created.
11.2 Approval of Interested Director or Officer
Transactions: No contract or transaction between the
corporation and one or more of its directors or officers, or
between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee
thereof which authorizes the contract or transaction, or solely
because his/her or their votes are counted for such purpose, if:
1. The material facts as to his/her interest and as to
the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction
by a vote sufficient for such purpose without counting the
vote of the interested director or directors; or
2. The material facts as to his/her interest and as to
the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of
the shareholders; or
3. The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or
ratified, by the board of directors, a committee thereof, or
the shareholders.
Interested directors may be counted in determining the presence
of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.
11.4 Indemnification:
(a) The corporation shall indemnify any 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 he/she is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fee), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him/her in
connection with such action, suit or proceeding if he/she
acted in good faith and in a manner he/she reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her 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 person did not act in good faith
and in a manner which he/she reasonably believed to be in or
not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.
(b) The corporation shall indemnify any person 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 its favor by
reason of the fact that he/she is or was a director, officer,
employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him/her in
connection with the defense or settlement of such action or
suit if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of
his/her duty to the corporation unless and only to the extent
that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which such other court shall deem proper.
(c) To the extent that any person referred to in
paragraphs (a) and (b) of this Article has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to therein or in defense of any claim,
issue or matter therein, he/she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of
this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he/she
has met the applicable standard of conduct set forth in
paragraphs (a) and (b) of this Article. Such determination
shall be made (a) by the board of directors by a majority vote
of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such quorum is not
obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a
written opinion, or (c) by the shareholders.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he/she is
entitled to be indemnified by the corporation as provided in
this Article.
(f) The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any statute,
bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his/her official
capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such
a person.
(g) The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
any liability asserted against him/her and incurred by him/her
in any such capacity, or arising out of his/her status as
such, whether or not the corporation would have the power to
indemnify him/her against such liability under the provisions
of this Article 11.
(h) For the purposes of this Article, references to
"the corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting
or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position
under the provisions of this section with respect to the
resulting or surviving corporation as he/she would if he/she
had served the resulting or surviving corporation in the same
capacity.
Article 12. Share Acquisition
12.1 The provisions of NRS 78.378 thru 78.3792 shall not
apply to this corporation or to an acquisition of a controlling
interest by existing or future shareholders of the corporation.
SECOND: The date of adoption of this Amendment by the
shareholders of this Company is and shall become effective upon
filing with the Secretary of State of Nevada.
THIRD: These Restated Articles of Incorporation of the
Corporation, have been duly adopted in accordance with the
provisions of Section 78.390 and Section 78.320, Sub. 2 and 3
of the Nevada Revised Statutes. The number of shares
outstanding at the time of adoption of this Amendment was
3,100,000; 55% of the shares entitled to vote executed a
Statement of Consent to Action by the Shareholders of the
Company, which was sufficient for passage of the Amendment.
IN WITNESS WHEREOF the undersigned, the President of the
Corporation, has executed this Amendment to the Articles of
Incorporation this ___ day of June, 2003.
________________________
Roger Neil Smith, President