Attached files
| file | filename |
|---|---|
| 8-K - ANASAZI CAPITAL CORP | anasazi8k.htm |
| EX-3.2 - BYLAWS OF THE COMPANY, AS AMENDED AND RESTATED - ANASAZI CAPITAL CORP | ex32.htm |
EXHIBIT
3.1
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
ANASAZI
CAPITAL CORP.
Pursuant to Section 607.1006 of the
Florida Business Corporation Act, Anasazi Capital Corp. (the “Corporation”)
hereby files its Amended and Restated Articles of Incorporation.
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FIRST: The
Corporation amends the following Articles of Incorporation to state as
follows:
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ARTICLE
1
NAME
The name of the Corporation is ANASAZI CAPITAL CORP. ((the “Corporation”).
ARTICLE
2
PURPOSE
The purpose or purposes of the
Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the Florida Business Corporation
Act.
ARTICLE
3
CAPITAL
STOCK
Section 1. The Corporation
shall be authorized to issue 110,000,000 shares of capital stock, of which
100,000,000 shares shall be common stock, par value $.001 per share (“Common
Stock”), and 10,000,000 shares shall be preferred stock, par value $.001 per
share (“Preferred Stock”).
Section 2. The Preferred Stock may be
issued from time to time in one or more series. The Board of Directors of the
Corporation (the “Board of Directors”) is hereby authorized to provide for the
issuance of shares of Preferred Stock in series and to establish from time to
time the number of shares to be included in each such series, and to fix the
designation, powers, privileges, preferences and rights of the shares of each
such series and the qualifications, limitations and restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to,
determination
of the following:
(a) the
designation of the series, which may be by distinguishing number, letter or
title;
(b) the
number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then
outstanding);
(c) whether
dividends, if any, shall be cumulative or noncumulative, and, in the case of
shares of any series having cumulative dividend rights, the date or dates or
method of determining the date or dates from which dividends on the shares of
such series shall be cumulative;
(d) the
rate of any dividends (or method of determining such dividends) payable to the
holders of the shares of such series, any conditions upon which such dividends
shall be paid and the date or dates or the method for determining the date or
dates upon which such dividends shall be payable;
(e) the
price or prices (or method of determining such price or prices) at which, the
form of payment of such price or prices (which may be cash, property or rights,
including securities of the same or another corporation or other entity) for
which, the period or periods within which and the terms and conditions upon
which the shares of such series may be redeemed, in whole or in part, at the
option of the Corporation or at the option of the holder or holders thereof or
upon the happening of a specified event or events, if any;
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(f) the
obligation, if any, of the Corporation to purchase or redeem shares of such
series pursuant to a sinking fund or otherwise and the price or prices at which,
the form of payment of such price or prices (which may be cash, property or
rights, including securities of the same or another corporation or other entity)
for which, the period or periods within which and the terms and conditions upon
which the shares of such series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;
(g) the
amount payable out of the assets of the Corporation to the holders of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution, reorganization or winding up of the affairs of the
Corporation;
(h) provisions,
if any, for the conversion or exchange of the shares of such series, at any time
or times at the option of the holder or holders thereof or at the option of the
Corporation or upon the happening of a specified event or events, into shares of
any other class or classes or any other series of the same or any other class or
classes of stock, or any other security, of the Corporation, or any other
corporation or other entity, and the price or prices or rate or rates of
conversion or exchange and any adjustments applicable thereto, and all other
terms and conditions upon which such conversion or exchange may be
made;
(i) restrictions
on the issuance of shares of the same series or of any other class or series, if
any; and
(j) the
voting rights, if any, of the holders of shares of the series.
ARTICLE
4
RIGHT
TO AMEND OR REPEAL ARTICLES
The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these Articles of
Incorporation or any amendment hereto, in the manner now or hereafter prescribed
by statute, and all rights and powers herein conferred on shareholders are
granted subject to this reserved power.
ARTICLE
5
INDEMNIFICATION
OF DIRECTORS, OFFICERS AND
OTHER
AUTHORIZED REPRESENTATIVES
Section 1. Indemnification. The
Corporation shall indemnify its officers, directors, employees and agents
against liabilities, damages, settlements and expenses (including attorneys’
fees) incurred in connection with the Corporation's affairs, and shall advance
such expenses to any such officers, directors, employees and agents, to the
fullest extent permitted by law. The right to indemnification and the payment of
expenses shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaw, agreement, vote of
shareholders
or disinterested Directors or otherwise.
Section 2. Effect of
Modification. Any repeal or modification of any provision of
this Article 5 by the shareholders of the Corporation shall not adversely affect
any right to protection of a director, officer, employee or agent of the
Corporation existing at the time of such repeal or modification.
Section
3. Liability
Insurance. The Corporation shall have the 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 to 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 liability under the provision of this Article
5.
Section
4. No
Rights of Subrogation. Indemnification hereunder and under the
Bylaws shall be a personal right and the Corporation shall have no liability
under this Article 5 to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of such person) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder or under the Corporation’s Bylaws.
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ARTICLE
6
SEVERABILITY
In the event any provision (including
any provision within a single article, section, paragraph or sentence) of these
Articles should be determined by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, the remaining provisions
and parts hereof shall not be in any way impaired and shall remain in full force
and effect and enforceable to the fullest extent permitted by law.
ARTICLE
7
PRINCIPAL
OFFICE, REGISTERED OFFICE, REGISTERED AGENT
The address of the principal office of
this Corporation is: 513 Vintage Way, Brandon,
Florida 34511. The address of the registered office of
this Corporation is 1521 Alton Road, No. 284, Miami Beach,
Florida 33139, and the name of the registered agent of this
Corporation at that address is Law Offices of Michael H. Hoffman,
P.A. The undersigned is familiar with and accepts the duties and
obligations as registered agent for this Corporation.
ARTICLE
8
ELECTIONS
The Corporation expressly elects not to
be governed by Section 607.0901 of the Florida Business Corporation Act, as
amended from time to time, related to affiliated transactions. The corporation
expressly elects not to be governed by Section 607.0902 of the Florida Business
Corporation Act, as amended from time to time, related to control share
acquisitions.
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SECOND:
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On
November 19, 2009, all of the votes entitled to be cast by shareholders of
this Corporation approved these Amended and Restated Articles of
Incorporation. The number of votes cast for the Amended and
Restated Articles of Incorporation was sufficient for their
approval.
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THIRD:
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The
effective date of these Amended and Restated Articles of Incorporation is
November 19, 2009.
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IN WITNESS THEREOF, the
Corporation has caused these Amended and Restated Articles of Incorporation to
be executed on its behalf by its authorized officer on the 19th day of November,
2009.
| ANASAZI CAPITAL CORP | |||
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By:
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/s/ Joel H. Edelson | |
| Joel H. Edelson | |||
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President
and Chief Executive Officer
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