Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
NATIONAL HEALTHCARE ALLIANCE, INC.
KNOW ALL MEN BY THSE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a Corporation under and pursuant to the laws
of the State of Nevada, and we do hereby certify that:
ARTICLE I - NAME:
the exact name of this corporation is: national HealthCare Alliance, Inc.
ARTICLE II - PRINCIPAL OFFICE AND REGISTERED AGENT:
The principal office and place of business in the State of Nevada of this
Corporation shall be located at 2950 East Flamingo Road, Suite G, las Vegas,
Clark County, Nevada 89121. The resident agent of the Corporation is the Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, las Vegas, Clark
County, Nevada 89121.
ARTICLE III - DURATION:
The Corporation shall have perpetual existence
ARTICLE IV - PURPOSES:
The purpose, object and nature of the business of which this Corporation is
organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary, convenient, or desirable to
accomplish the above purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of Incorporation.
ARTICLE V - POWERS:
The powers of the Corporation shall be those powers granted by 78.060 and 78.070
of the Nevada Revised Statutes under which this Corporation is formed. In
addition, the Corporation shall have the following specific powers:
(a) To elect or appoint officers and agents of the Corporation and to
fix their compensation;
(b) To act as an agent for any individual, association, partnership,
corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the
ownership or possession thereof, sell, or otherwise dispose of, shares or
other interests in, or obligations of, individuals, associations,
partnerships, corporation, or governments;
(d) To receive, acquire hold, pledge, transfer, or otherwise dispose of shares
of the corporation, but such shares may only be purchase, directly or
indirectly, out of earned surplus;
(e) to make gifts or contributions for the public welfare or for charitable,
scientific or educational purposes, and in time of war, to make donations in aid
of war activities.
ARTICLE VI - CAPITAL STOCK:
SECTION1. AUTHORIZED SHARES
The total number of shares which this corporation is authorized to issue is
51,000,000 shares of common Stock at $.001 par value per share and preferred
stock at a par value set by the Board of Directors.
SECTION3. CONSIDERATION FOR SHARES
The Common Stock shall be issued for such consideration, as shall be fixed from
time to time by the board of Directors. In the absence of fraud, the judgment
of the Directors as to the value of any property for shares shall be conclusive.
When shares are issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall be
non-assessable. The Articles shall not be amended in this particular.
SECTION 4. PRE-EMPTIVE RIGHTS
Except as may otherwise be provided by the Board of Directors, no holder of any
shares of the stock of the Corporation, shall have any pre-emptive right to
purchase, subscribe for, or otherwise acquire any shares of stock of the
Corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.
SECTION 5. STOCK RIGHTS AND OPTIONS
The Corporation shall have the power to create and issue rights, warrants, or
options entitling the holders thereof to purchase from the Corporation any
shares of its capital stock of any class or classes, upon such terms and
conditions and at such times and prices as the Board of Directors may provide,
which terms and conditions shall be incorporated in an instrument or instruments
evidencing such rights. In the absence of fraud, the judgment of the Directors
as to the ade4quacy of consideration for the issuance of such rights or options
and the sufficiency thereof shall be conclusive.
ARTICLE VII - ASSESSMENT OF STOCK:
The capital stock of this Corporation, after the amount of the subscription
price has been fully paid in, shall not be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or assessed. The holders
of such stock shall not be individually responsible for the debts, contracts, or
liabilities of the Corporation and shall not be liable for assessments to
restore impairments in the capital of the Corporation.
ARTICLE VIII - DIRECTORS:
For the management of the business, and for the conduct of the affairs of the
Ciorporation, and for the future definition, limitation, and regulation of the
powers of the Corporation and its directors and shareholders, it is further
provided:
SECTION1. SIZE OF BOARD
The members of the governing board of the Corporation shall be styled directors.
The number of directors of the Corporation, their qualification, terms of
office, manner of election, time and place of meeting, and powers and duties
shall be such as are prescribed by statute and in the by-laws of the
Corporation. The initial number of the shareholders will be less than three.
The name and post office address of the sole director constituting the first
board of directors, which shall be one (1) in number is:
NAME ADDRESS
Mac C. Tanner 2950 East Flamingo Road
Suite G
Las Vegas, Clark County, Nevada 89121
SECTION2. POWERS OF THE BOARD
In furtherance and not in limitation of the powers conferred by the laws of the
State of Nevada, the Board of Directors is expressly authorized and empowered:
(a) To make, alter, amend and repeal the By-Laws subject to the power
of the shareholders to alter or repeal the By-Laws made by the Board of
Directors.
(b) Subject to the applicable provisions of the By-Laws then in
effect, to determine, from time to time, whether and to what extent, and at
that times and places, and under what conditions and regulations, the
accounts and books of the Corporation or any of them, shall be open to
share holder inspection. No shareholder shall have any right to inspect any
of the accounts, books or documents of the Corporation, except as permitted
by law, unless and until authorized to do so by resolution of the Board of
Directors or of the shareholders of the Corporation;
(c) To issue common and preferred stock of the Corporation for money,
property, services rendered, labor performed, cash advanced, acquisitions
for other corporations or for any other assets of value in accordance with
the action of the Board of Directors without vote or consent of the
shareholders and the
judgment of the Board of Directors as to value received and in return
therefore shall be conclusive and said stock, when issued, shall be
fully-paid and non-assessable;
(d) To authorize and issue, without shareholder consent, obligations
of the Corporation, secured and unsecured, under such terms and conditions
as the Board, in its sole discretion, may determine, and to pledge or
mortgage, as security therefore, any real or personal property of the
Corporation, included after-acquired property;
(e) To determine whether any and, if so, what part, of the earned
surplus of the Corporation shall be paid in dividends to the shareholders,
and to direct and determine other use and disposition of any such earned
surplus;
(f) To fix, from time to time, the amount of the profits of the
Corporation to be reserved as working capital or for any other lawful
purpose;
(g) To establish bonus, profit-sharing, stock option, or other types
of incentive compensation plans for the employees, including officers and
directors, of the Corporation, and to fix the amount of profits to be
shared or distributed, and to determine the persons to participate in any
such plans and the amount of their respective participation.
(h) To designate, by resolution or resolutions passed by a majority of
the whole Board, one or more committees, each consisting of two or more
directors, which, to the extent permitted by law and authorized by the
resolution or the By-Laws, shall have and may exercise the powers of the
Board;
(i) To provide for the reasonable compensation of its own members
B-Law, and and to fix the terms and conditions upon which such compensation
will be paid;
(j) In addition to the powers and authority herein before, or by
statute, expressly conferred upon it, the Board of Directors may 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 Nevada, of these Articles of Incorporation, and of the By-Laws
of the Corporation.
SECTION 3. INTERESTED DIRECTORS.
No contract or transaction between this Corporation and any of its directors, or
between this Corporation and any other corporation, firm, association, or other
legal entity shall be invalidated by reason of the fact that the director of the
Corporation has a director or indirect interest, pecuniary or otherwise, in such
corporation, firm, association, or legal entity, or because the interested
director was present at the
meeting of the Board of Directors which acted upon or in reference to such
contract or transaction, or because he participated in such action, provided
that: (1) the interest of each such director shall have been disclosed to or
known by the Board and a disinterested majority of the Board shall have
nonetheless ratified and approved such contract or transaction (such interested
director or directors may be counted in determining whether a quorum is present
for the meeting at which such ratification or approval is given; or (2) the
conditions of N.R.S. 78.140 are met.
ARTICLE IX - INDEMNIFICATION:
Each director and each officer of the Corporation shall be indemnified by the
Corporation as follows:
(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 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), judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him in connection
with such action, suit or proceeding, if he acted in good faith and in a
manner he 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 conduct was unlawful.
The termination of any action, suit or proceeding, by judgment, order,
settlement, conviction or upon a pleas of nolo contender or its equivalent,
shall not of itself create a presumption that the person did not act in
good faith and in a manner he 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 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 is or was by reason
of the fact that he 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 in connection with
the defense or settlement of such action or suit, if he acted in good faith
and in a manner he 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 such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his 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 circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which
such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suite or proceeding referred to in Sections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under sections (a) or (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 officer, director and employee or agent is proper in the
circumstances, because he has met the applicable standard of conduct set
forth in Sections (a) or (b) of this Article. Such determination shall be
made (i) 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 (ii) 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 (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and
represented at a meeting called for such purpose.
(e) Expenses (including attorneys' fees) 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 in Section (d) of this Article, upon receipt of an understanding
by or on behalf of the director officer, employee or agent to repay such
amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's 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 and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under this Article;
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Articles of Incorporation, the By-Laws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as
to action in
the 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 and personal representatives of such a person.
ARTICLE X - PLACE OF MEETING: CORPORATE BOOKS
Subject ot the laws of the State of Nevada, the shareholders and the Directors
shall have power to hold their meetings, and Directors shall have power to have
an office or offices and to maintain the books of the Corporation outside of the
State of Nevada, at such place or places as may from time to time be designated
in the By-Laws or by appropriate resolution.
ARTICLES XI - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended, altered or
repealed from time to time to the extent and in the manner prescribe by the laws
of the State of Nevada, and additional provisions authorized by such laws as are
then in fore may be added. All rights herein conferred on the directors,
officers and shareholders are granted subject to this reservation.
ARTICLE XII - INCORPORATOR:
The name and address of the sole incorporator signing these Articles of
Incorporation is as follows:
NAME POST OFFICE ADDRESS
1. Marlene Llorens 2950 East Flamingo Road, Suite G
Las Vegas, Clark County, Nevada 89121
IN WITNESS WHEREOF, the undersigned President and Secretary has executed these
Restated Articles of Incorporation this 4th day of September, 1995.
/s/ Melvin Q. Thorn
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Melvin Q. Thorn, Jr. President and Secretary, National HealthCare Alliance, Inc.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
NATIONAL HEALTHCARE ALIIANCE, INC.
2. The articles have been amended as follows (provide article numbers, if
available):
1. THE NAME OF THE COMPANY SHALL BE:
BERMAN HOLDINGS, INC.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 90%
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4. Effective date of filing (optional): June 9, 2008
5. Officer signature (required): /s/ Bruce Berman
----------------
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
- ---------------------------------------------------------
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
- ---------------------------------------------------------
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Berman Holdings, Inc. (C7098-1986)
2. The articles have been amended as follows (provide article numbers, if
available):
4. The capitalization shall be 1,000,000,000 common shares at a par value of
$0.001.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 51%
---
4. Effective date of filing (optional): June 9, 2008
5. Officer signature (required): /s/ Bruce Berman
----------------
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
- ---------------------------------------------------------
Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
- ---------------------------------------------------------
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
BERMAN HOLDINGS, INC. (C7098-1986)
2. The articles have been amended as follows (provide article numbers, if
available):
(Current) Article 1: BERMAN HOLDINGS, INC. (C7098-1986)
(Change to) Article 1: PREPAID CARD HOLDINGS, INC.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 100%
----
4. Effective date of filing (optional): June 9, 2008
5. Officer signature (required): /s/ Bruce Berman
----------------
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of the shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.