EXHIBIT 99.6
ARTICLES OF INCORPORATION
OF
DEERVALLEY CORP.
DeerValley Corp., a corporation (the "Corporation") organized and existing
under the Florida Business Corporation Act, Florida Statutes, Sections 607.0101
et. seq. (the "Act"), does hereby certify as follows:
1. The name of the Corporation is DeerValley Corp.. The original
articles of incorporation of the Corporation were filed with the office of the
Secretary of State of Florida on .
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2. These Articles of Incorporation were recommended to the stockholders
of the Corporation for approval as being advisable and in the best interests of
the Corporation by resolutions adopted by the Board of Directors at a meeting of
the Board of Directors.
3. The Articles of Incorporation were adopted by the affirmative vote
of the stockholders of the Corporation at a special meeting of the stockholders
on March 10, 2006.
4. The Articles of Incorporation are as follows:
FIRST: The name of the corporation is DeerValley Corp. (the "Corporation").
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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").
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
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of 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.
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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
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from 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
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.
FIFTH: 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
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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 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 FIFTH (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
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(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
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
FIFTH (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 FIFTH as one class; provided that
this paragraph FIFTH (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 FIFTH
(a)(4), a "Continuing Director" shall mean any Director of the Corporation who
is or becomes a Director on the date that this Article FIFTH 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
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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.
SIXTH: The following provisions shall apply with respect to the indemnification
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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 SIXTH, except as set
forth in Section C.2. of this Article SIXTH, 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
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shall 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
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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 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
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provision of this Article SIXTH, 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 SIXTH, 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 SIXTH, in the event that the
Corporation does not assume a defense pursuant to Section C.1. of this Article
SIXTH of any action, suit, proceeding or investigation of which the Corporation
receives notice under this Article SIXTH, 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
SIXTH. 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 SIXTH.
2. Requests and Payment. In order to obtain indemnification or
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advancement of expenses pursuant to this Article SIXTH, 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 SIXTH, 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 SIXTH. 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.
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3. Remedies. The right of an Indemnitee to indemnification or
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advancement of expenses pursuant to this Article SIXTH 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
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 SIXTH 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 SIXTH 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 SIXTH 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 SIXTH. 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 SIXTH.
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 SIXTH 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 SIXTH 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
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amended after adoption of this Article SIXTH to expand further the
indemnification permitted to any Indemnitee, then the Corporation shall
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 SIXTH.
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 SIXTH 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 SIXTH 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 SIXTH
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 SIXTH and defined in the Act shall have the meaning ascribed to
such term in the Act.
SEVENTH: 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.
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EIGHTH: 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
permitted by the Act, as the same exists or may hereafter be amended. No
amendment to or repeal of this ARTICLE EIGHTH 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.
NINTH: 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 FIFTH or
Article NINTH of these Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned has executed, signed, and acknowledged
these Articles of Incorporation this day of , 2006.
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Name: Charles G. Masters
Title: President and Chief Executive Officer
ATTEST:
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Name:
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Title:
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