Attached files
file | filename |
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8-K - CUSTOM Q 8-K 1-12-2010 - CUSTOM Q INC | form8-k.htm |
EX-2.1 - EXHIBIT 2.1 - CUSTOM Q INC | ex2_1.htm |
EX-99.1 - EXHIBIT 99.1 - CUSTOM Q INC | ex99_1.htm |
EX-10.2 - EXHIBIT 10.2 - CUSTOM Q INC | ex10_2.htm |
EX-10.6 - EXHIBIT 10.6 - CUSTOM Q INC | ex10_6.htm |
EX-21.1 - EXHIBIT 21.1 - CUSTOM Q INC | ex21_1.htm |
EX-10.1 - EXHIBIT 10.1 - CUSTOM Q INC | ex10_1.htm |
EX-99.2 - EXHIBIT 99.2 - CUSTOM Q INC | ex99_2.htm |
EX-10.3 - EXHIBIT 10.3 - CUSTOM Q INC | ex10_3.htm |
EX-10.5 - EXHIBIT 10.5 - CUSTOM Q INC | ex10_5.htm |
EX-10.4 - EXHIBIT 10.4 - CUSTOM Q INC | ex10_4.htm |
Exhibit
3.1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION OF
CUSTOM
Q, INC.
PURSUANT
TO SECTIONS 78.380 AND 78.390 OF THE NEVADA
REVISED
STATUTES
Custom Q,
Inc., a corporation organized and existing under the laws of the State of Nevada
(the "Corporation"), hereby certifies as follows:
1.
The name of the Corporation is Custom Q, Inc. and the original
Articles of Incorporation of the Corporation was filed with the Secretary of
State of the State of Nevada on June 20, 2008.
2.
These Amended and Restated Articles of Incorporation, which amend the
provisions of the Articles of Incorporation, as heretofore amended, have been
duly adopted by the Board of Directors of the Corporation and by action by
written consent of the stockholders of the Corporation in lieu of a meeting, in
accordance with the provisions of Section 78.320 of the Nevada Revised Statutes
(“N.R.S.”) and, upon filing with the Secretary of State of the State of Nevada
in accordance with Section 78.320 of the N.R.S., shall thenceforth supersede the
original Articles of Incorporation, as heretofore amended, and shall, as it may
thereafter be amended in accordance with its terms and applicable law, be the
Amended and Restated Articles of Incorporation of the Corporation.
3.
The text of the Articles of Incorporation, as heretofore
amended, is hereby amended and restated in its entirety to read as
follows:
ARTICLE
I
The name
of the corporation (hereinafter referred to as the ("Corporation")
is:
"GreenHouse
Holdings, Inc."
ARTICLE
II
The
address of the Corporation's registered office in the State of Nevada is
Laughlin Associates, Inc., 2533 N Carson Street, Carson City,
Nevada 89706.
ARTICLE
III
(a) Authorized
Capital Stock.
(i)
The total number of shares of stock that the Corporation shall have
authority to issue is 310,000,000, consisting of (i) 300,000,000 shares of
Common Stock, par value $0.001 per share ("Common Stock") and (ii) 10,000,000
shares of Preferred Stock, par value $0.0001 per share ("Preferred
Stock").
(ii)
Effective upon the filing of these Amended Articles of
Incorporation (the "Effective Time"), a five (5) for one (1) forward stock split
of the Common Stock will be effectuated. As of the Effective Time, every share
of Common Stock issued and outstanding immediately prior to the Effective Time
(the "Old Common Stock") will be automatically and without any action on the
part of the holder thereof reclassified as and converted into five (5) shares of
Common Stock (the "New Common Stock"), subject to the treatment of fractional
share interests as described below. Each stock certificate that, immediately
prior to the Effective Time, represented shares of Old Common Stock shall, from
and after the Effective Time, automatically and without the necessity of
presenting the same for exchange, represent that the number of whole shares of
New Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified. All fractional shares of Common Stock
shall be rounded to the next higher whole number of shares of Common Stock. If
more than one Old Certificate shall be surrendered at one time for the account
of the same stockholder, the number of full shares of New Common Stock for which
New Certificates shall be issued shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so
surrendered. If any New Certificate is to be issued in a name other
than that in which the Old Certificates surrendered for exchange are issued, the
Old Certificates so surrendered shall be properly endorsed and otherwise in
proper form for transfer, and the person or persons requesting the exchange
shall affix any requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the transfer agent that the taxes are not payable. From and
after the Effective Time the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be the same as the amount of capital
represented by the shares of Old Common Stock so reclassified, until thereafter
reduced or increased in accordance with applicable law.
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(b) Preferred
Stock. Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized to provide for the issuance of
shares of Preferred Stock in series and, by filing a certificate pursuant to the
Nevada Revised Statutes (“N.R.S.”) (hereinafter, along with any similar
designation relating to any other class of stock that may hereafter be
authorized, referred to as a "Preferred Stock Designation"), to establish from
time to time the number of shares to be included in each such series, and to fix
the designation, powers, 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:
(i)
The designation of the series, which may be by
distinguishing number, letter or title;
(ii)
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);
(iii)
The amounts payable on, and the preferences, if
any, of shares of the series in respect of dividends, and whether such
dividends, if any, shall be cumulative or noncumulative;
(iv) Dates
on which dividends, if any, shall be payable;
(v)
The redemption rights and price or prices, if any, for shares of the
series;
(vi) The
terms and amount of any sinking fund provided for the purchase or redemption of
shares of the series;
(vii) The
amounts payable on and the preferences, if any, of shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation;
(viii) Whether
the shares of the series shall be convertible into or exchangeable for shares of
any other class or series, or any other security, of the Corporation or any
other corporation, and, if so, the specification of such other class or series
of such other security, the conversion or exchange price or prices or rate or
rates, any adjustments thereof, the date or dates at which such shares shall be
convertible or exchangeable and all other terms and conditions upon which such
conversion or exchange may be made;
(ix) Restrictions
on the issuance of shares of the same series or of any other class or
series;
(x) The
voting rights, if any, of the holders of shares of the series.
(c) Common
Stock. The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of Common Stock. Except as may be provided in these Amended Articles
of Incorporation or in a Preferred Stock Designation, the holders of shares of
Common Stock shall be entitled to one vote for each such share upon all
questions presented to the stockholders.
ARTICLE
IV
The Board
of Directors is hereby authorized to create and issue, whether or not in
connection with the issuance and sale of any of stock or other securities or
property of the Corporation, rights entitling the holders thereof to purchase
from the Corporation shares of stock or other securities of the Corporation or
any other corporation. The times at which and the terms upon which such rights
are to be issued will be determined by the Board of Directors and set forth in
the contracts or instruments that evidence such rights. The authority of the
Board of Directors with respect to such rights shall include, but not be limited
to, determination of the following:
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(a) The
initial purchase price per share or other unit of the stock or other securities
or property to be purchased upon exercise of such rights.
(b) Provisions
relating to the times at which and the circumstances under which such rights may
be exercised or sold or otherwise transferred, either together with or
separately from, any other stock or other securities of the
Corporation.
(c) Provisions
that adjust the number or exercise price of such rights or amount or nature of
the stock or other securities or property receivable upon exercise of such
rights in the event of a combination, split or recapitalization of any stock of
the Corporation, a change in ownership of the Corporation's stock or other
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of the
obligations of the Corporation under such rights.
(d) Provisions
that deny the holder of a specified percentage of the outstanding stock or other
securities of the Corporation the right to exercise such rights and/or cause the
rights held by such holder to become void.
(e) Provisions
that permit the Corporation to redeem or exchange such rights.
(f) The
appointment of a rights agent with respect to such rights.
ARTICLE
V
(a) Subject
to the rights of the holders of any series of Preferred Stock or any other
series or class of stock as set forth in these Amended Articles of
Incorporation, to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed by the By-laws of the
Corporation and may be increased or decreased from time to time in such a manner
as may be prescribed by the By-laws.
(b) Unless
and except to the extent that the By-laws of the Corporation shall so require,
the election of directors of the Corporation need not be by written
ballot.
ARTICLE
VI
The
Corporation may in its By-laws confer powers upon the Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
ARTICLE
VII
(a) Each
person who is or was or had agreed to become a director or officer of the
Corporation, or each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors or an officer of the Corporation
as a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executor,
administrators or estate of such person), shall be indemnified by the
Corporation, in accordance with the By-laws of the Corporation, to the fullest
extent permitted from time to time by the N.R.S. as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) or any other applicable laws as presently or hereafter in
effect.
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(b) The
Corporation may, by action of the Board of Directors or through the adoption of
By-laws, provide indemnification to employees and agents of the Corporation, and
to persons serving as employees or agents of another corporation, partnership,
joint venture, trust or other enterprise, at the request of the Corporation,
with the same scope and effect as the foregoing indemnification of directors and
officers. The Corporation shall be required to indemnify any person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors or is a proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by these Amended Articles of
Incorporation or otherwise by the Corporation.
(c) The
right to indemnification conferred in this Article VI shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition, such
advances to be paid by the Corporation within twenty (20) days after the receipt
by the Corporation of a statement or statements from the claimant requesting
such advance or advances from time to time; provided, however, that if the
N.R.S. requires, the payment of such expenses incurred by such a person in his
or her capacity as such a director or officer of the Corporation in advance of
the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article VII or
otherwise.
(d) Without
limiting the generality or the effect of the foregoing, the Corporation may
enter into one or more agreements with any person that provide for
indemnification greater or different than that provided in this Article
VII.
(e) Neither
any amendment or repeal of any Section of this Article VII, nor the adoption of
any provision of these Amended Articles of Incorporation or the By-laws of the
Corporation inconsistent with this Article VII, shall adversely affect any right
or protection of any director, officer, employee or other agent established
pursuant to this Article VII existing at the time of such amendment, repeal or
adoption of an inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article VII, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article VII, would accrue or arise), prior to
such amendment, repeal or adoption of an inconsistent provision.
ARTICLE
VIII
(a) The
liability of the directors of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the N.R.S., as now or hereafter in
effect. If the N.R.S. is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated to the fullest extent
permitted by the N.R.S., as so amended.
(b) Neither
any amendment or repeal of any Section of this Article VIII, nor the adoption of
any provision of these Amended Articles of Incorporation or the By-laws of the
Corporation inconsistent with this Article VIII, shall adversely affect any
right or protection of any director established pursuant to this Article VIII
existing at the time of such amendment, repeal or adoption of an
inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article VIII, for or in respect of
any act, omission or other matter occurring, or any action or proceeding
accruing or arising (or that, but for this Article VIII, would accrue or arise),
prior to such amendment, repeal or adoption of an inconsistent
provision.
ARTICLE
IX
Except as
may be expressly provided in these Amended Articles of Incorporation, the
Corporation reserves the right at any time and from time to time to amend,
alter, change or repeal any provision contained in these Amended Articles of
Incorporation or a Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Nevada at the time in force may be added
or inserted, in the manner now or thereafter prescribed herein or by applicable
law, and all rights, preferences and privileges of whatsoever nature conferred
upon stockholders, directors or any other persons whomsoever by and pursuant to
these Amended Articles of Incorporation in its present form or as hereafter
amended are granted subject to the right reserved in this Article IX; provided,
however, that any amendment or repeal of Article VII or Article VIII of these
Amended Articles of Incorporation shall not adversely affect any right or
protection existing hereunder in respect of any act or omission occurring prior
to such amendment or repeal; and provided further that no Preferred Stock
Designation shall be amended after the issuance of any shares of the series of
Preferred Stock created thereby, except in accordance with the terms of such
Preferred Stock Designation and the requirements of applicable law.
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