Attached files
Exhibit 3.1
ADDITIONAL
PROVISIONS TO THE
ARTICLES
OF INCORPORATION
OF
ACCREDITED
INVESTORS ONLY, INC.
I. CAPITAL
The aggregate number of shares of all
classes of capital stock which this corporation ("Corporation") shall have
authority to issue is 60,000,000 shares, of which 10,000,000 shares shall be
shares of preferred stock, par value of $.0001 per share ("Preferred Stock"),
and 50,000,000 shares shall be shares of common stock, par value of $.0001 per
share ("Common Stock").
Preferred
Stock. The designations, preferences, limitations,
restrictions, and relative rights of the Preferred Stock, and variations in the
relative rights and preferences as between different series shall be established
in accordance with the Colorado Business Corporation Act by the board of
directors of the Corporation ("Board of Directors").
Except for such voting powers with
respect to the election of directors or other matters as may be stated in the
resolutions of the Board of Directors creating any series of Preferred Stock,
the holders of any such series shall have no voting power.
Common
Stock. The holders of Common Stock shall have and possess all
rights as shareholders of the Corporation, including such rights as may be
granted elsewhere by these Articles of Incorporation, except as such rights may
be limited by the preferences, privileges and voting powers, and the
restrictions and limitations of the Preferred Stock.
Subject to preferential dividend
rights, if any, of the holders of Preferred Stock, dividends on the Common Stock
may be declared by the Board of Directors and paid out of any funds legally
available therefor at such times and in such amounts as the Board of Directors
shall determine.
The capital stock, after the amount of
the subscription price has been paid in, shall not be subject to assessment to
pay the debts of the Corporation.
Any stock of the Corporation may be
issued for money, property, services rendered, labor done, cash advances for the
Corporation, or for any other assets of value in accordance with the action of
the Board of Directors, whose judgment as to value received in return therefor
shall be conclusive and said stock when issued shall be fully paid and
nonassessable.
II. INDEMNIFICATION
The
Corporation shall indemnify, to the fullest extent permitted by applicable law,
any person, and the estate and personal representative of any such person,
against all liability and expense (including attorneys' fees) incurred by reason
of the fact that he is or was a director or officer of the Corporation or, while
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of, or in any similar managerial or
fiduciary position of, another domestic or foreign corporation or other
individual or entity or of an employee benefit plan. The Corporation
also shall indemnify any person who is serving or has served the Corporation as
director, officer, employee, fiduciary, or agent, and that person's estate and
personal representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.
III. LIMITATION
OF DIRECTOR LIABILITY
A
director of the Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or to its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for acts specified under Section 7-108-403 of the Colorado
Business Corporation Act or any amended or successor provision thereof, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Colorado Business Corporation Act is amended after
this Article is adopted 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 or limited to the fullest extent
permitted by the Colorado Business Corporation Act, as so amended.
Any
repeal or modification of the foregoing paragraph by the shareholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or
modification.
IV. MEETINGS
OF SHAREHOLDERS
Meetings
of shareholders shall be held at such time and place as provided in the bylaws
of the Corporation. At all meetings of the shareholders, one-third of
all shares entitled to vote at the meeting shall constitute a
quorum.
V. ACTION
BY SHAREHOLDERS
Any
action required or permitted to be taken at a meeting of the shareholders may be
taken without a meeting if a written consent (or counterparts thereof) that sets
forth the action so taken is signed by the shareholders having the minimum
number of votes necessary to authorize or take such action at a meeting at which
all of the shares entitled to vote thereon were present and voted.