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STATE
OF NEVADA
ADDENDUM
TO
ARTICLES
OF INCORPORATION
OF
CLAVIS
TECHNOLOGIES INTERNATIONAL CO., LTD.
The
following provisions are additional provisions to be made a part of the Articles
of Incorporation of Clavis Technologies International Co., Ltd. (the "corporation:"):
DIVISION
OF AUTHORIZED SHARES INTO CLASSES
The One
Hundred Ten Million (110,000,000) shares which the corporation shall have
authority to issue are divided into two classes:
Ten
Million (10,000,000) Preferred Shares, having a par value of one tenth of a cent
($.001) per share
and
One
Hundred Million (100,000,000) Common Shares, having a par value of one tenth of
a cent ($.001) per share
A
statement of the preferences, privileges, and restrictions granted to or imposed
upon the respective classes of shares or the holders thereof are as
follows:
A. Common Shares. The
terms of the Common Shares of the corporation shall be as follows:
(1)
Dividends. Whenever
cash dividends upon the Preferred Shares of all series thereof at the time
outstanding, to the extent of the preference to which such shares are entitled,
shall have been paid in full for all past dividend periods, or declared and set
apart for payment, such dividends, payable in cash, stock, or otherwise, as may
be determined by the Board of Directors, may be declared by the Board of
Directors and paid from time to time to the holders of the Common Shares out of
the remaining net profits or surplus of the corporation.
(2)
Liquidation. In the
event of any liquidation, dissolution, or winding up of the affairs of the
corporation, whether voluntary or involuntary, all assets and funds of the
corporation remaining after the payment to the holders of the Preferred Shares
of all series thereof of the full amounts to which they shall be entitled as
hereinafter provided, shall be divided and distributed among the holders of the
Common Shares according to their respective shares.
(3)
Voting rights. Each
holder of a Common Share shall have one vote in respect of each share of such
stock held by him. There shall not be cumulative voting.
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ADDENDUM
TO ARTICLES OF INCORPORATION OF CLAVIS TECHNOLOGIES INTERNATIONAL CO.,
LTD.
B. Preferred
Shares. Prior to the
issuance of any of the Preferred Shares, the Board of Directors shall
determine the number of Preferred Shares to then be issued from the total shares
authorized, and such shares shall constitute a series of the Preferred Shares.
Such series shall have such preferences, limitations, and relative rights as the
Board of Directors shall determine and such series shall be given a
distinguishing designation. Each share of a series shall have preferences,
limitations, and relative rights identical with those of all other shares of the
same series. Except to the extent otherwise provided in the Board of Directors'
determination of a series, the shares of such series shall have preferences,
limitations, and relative rights identical with all other series of the
Preferred Shares. Preferred Shares may have dividend or liquidation rights which
are prior (superior or senior) to the dividend and liquidation rights and
preferences of the Common Shares and any other series of the Preferred
Shares. Also, any series of the Preferred Shares may have voting
rights.
TERM OF
EXISTENCE
The
corporation is to have perpetual existence.
BOARD OF
DIRECTORS
The business and property of the
corporation shall be managed by a Board of Directors of not fewer than one (1) nor more than
twenty-one (21) directors, who shall be natural persons of full age, and who shall be elected
annually by the shareholders having voting rights, for the term of one year, and shall serve until the
election and acceptance of their duly qualified successors. In the event
of any delay in holding, or adjournment of, or failure to hold an annual
meeting, the terms of the sitting directors shall be automatically continued
indefinitely until their successors are elected and qualified. Directors need
not be residents of the State of Nevada nor shareholders. Any vacancies,
including vacancies resulting from an increase in the number of directors, may
be filled by the Board of Directors, though less than a quorum, for the
unexpired term. The Board of Directors shall have full power, and it is hereby
expressly authorized, to increase or decrease the number of directors from time
to time without requiring a vote of the shareholders.
IMMUNITY OF SHAREHOLDERS’
PROPERTY
The
private property of the shareholders of the corporation shall not be subject to
the payment of the corporation's debts to any extent whatsoever.
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ADDENDUM
TO ARTICLES OF INCORPORATION OF CLAVIS TECHNOLOGIES INTERNATIONAL CO.,
LTD.
INDEMNIFICATION
The
following indemnification provisions shall be deemed to be contractual in nature
and not subject to retroactive removal or reduction by
amendment.
(a) The
corporation shall indemnify any director and any officer 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 or criminal, judicial, administrative
or investigative, by reason of the fact that he/she is or was serving at the
request of the corporation as a director or officer or member of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorney& fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by him/her in connection with such
action, suit or proceeding, including any appeal thereof, if he/she acted in
good faith or in a manner he/she reasonably believed to be in, or not opposed
to, the best interests of this corporation, and with respect to any criminal
action or proceeding, if he/she had no reasonable cause to believe his/her
conduct was unlawful. However, with respect to any action by or in the right of
this corporation to procure a judgment in its favor, no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person is adjudged 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 determines, on
application, that despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity in view of all the circumstances of the
case. Termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or in a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the party did not
meet the applicable standard of conduct. Indemnification hereunder may be paid
by the corporation in advance of the final disposition of any action, suit or
proceeding, on a preliminary determination that the director, officer, employee
or agent met the applicable standard of conduct.
(b) The
corporation shall also indemnify any director or officer who has been successful
on the merits or otherwise, in defense of any action, suit, or proceeding, or in
defense of any claim, issue, or matter therein, against all expenses, including
attorneys' fees, actually and reasonably incurred by him/her in connection
therewith, without the necessity of an independent determination that such
director or officer met any appropriate standard of conduct.
(c) The
indemnification provided for herein shall continue as to any person who has
ceased to be a director or officer, and shall inure to the benefit of the heirs,
executors, and administrators of such persons.
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ADDENDUM
TO ARTICLES OF INCORPORATION OF CLAVIS TECHNOLOGIES INTERNATIONAL CO.,
LTD.
(d) In
addition to the indemnification provided for herein, the corporation shall have
power to make any other or further indemnification, except an indemnification
against negligence or willful misconduct, under any resolution or amendment duly
adopted by the Board of Directors, or duly authorized by a majority of the
shareholders.
LIMITATION OF DIRECTOR’S
LIABILITY
No
director of the corporation shall he personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director;
provided, that the foregoing clause shall not apply to any liability of a
director for any action for which the Nevada Business Corporation Act proscribes
this limitation and then only to the extent that this limitation is specifically
so proscribed.
INTERESTED
DIRECTORS
In case
the corporation enters into contracts or transacts business with one or more of
its directors, or with any firm of which one or more of its directors are
members, or with any other corporation or association of which one or more of
its directors are shareholders, directors, or officers, such contracts or
transactions shall not be invalidated or in any way affected by the fact that
such director or directors have or may have an interest therein which is or
might be adverse to the interest of the corporation, provided that such
contracts or transactions - in the usual course of business.
In the
absence of fraud, no contract or other transaction between the corporation and
any other corporation or any individual or firm, shall in any way be affected or
invalidated by the fact that any of the directors of the corporation is
interested in such contract or transaction, provided that such interest shall be
fully disclosed or otherwise known to the Board of Directors in the meeting of
such Board at which time such contract or transaction was authorized or
confirmed, and provided, however, that any such directors of this corporation
who are so interested may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of the corporation which shall authorize
or confirm such contract or transaction, and any such director may vote thereon
to authorize any such contract or transaction with the like force and effect as
if he were not such director or officer of such other corporation or not so
interested.
NRS 78.378 TO 78.3793
INAPPLICABLE
The
provisions of NRS 78.378 to 78.3793 (as currently numbered) or any similar
provisions hereinafter adopted shall not apply to this corporation.
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ADDENDUM
TO ARTICLES OF INCORPORATION OF CLAVIS TECHNOLOGIES INTERNATIONAL CO.,
LTD.
STOCK SPLITS WITHOUT
SHAREHOLDER APPROVAL
The Board
of Directors, without the consent of the stockholders of the corporation, may
adopt any recapitalization affecting the outstanding shares of capital stock of
the corporation by effecting a forward or reverse split of all of the
outstanding shores of any class of capital stock of the corporation, with
appropriate adjustment to the corporation's capital accounts.
CORPORATE
SEAL
The
corporation shall have no corporate seal.
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