Attached files
| file | filename |
|---|---|
| 10-K - Standard Metals Processing, Inc. | v178543_10k.htm |
| EX-4.7 - Standard Metals Processing, Inc. | v178543_ex4-7.htm |
| EX-21 - Standard Metals Processing, Inc. | v178543_ex21.htm |
| EX-4.6 - Standard Metals Processing, Inc. | v178543_ex4-6.htm |
| EX-4.2 - Standard Metals Processing, Inc. | v178543_ex4-2.htm |
| EX-4.3 - Standard Metals Processing, Inc. | v178543_ex4-3.htm |
| EX-32.1 - Standard Metals Processing, Inc. | v178543_ex32-1.htm |
| EX-31.1 - Standard Metals Processing, Inc. | v178543_ex31-1.htm |
| EX-10.3 - Standard Metals Processing, Inc. | v178543_ex10-3.htm |
| EX-10.1 - Standard Metals Processing, Inc. | v178543_ex10-1.htm |
| EX-32.2 - Standard Metals Processing, Inc. | v178543_ex32-2.htm |
| EX-10.2 - Standard Metals Processing, Inc. | v178543_ex10-2.htm |
| EX-31.2 - Standard Metals Processing, Inc. | v178543_ex31-2.htm |
EXHIBIT
3.1
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
STANDARD
GOLD, INC.
KNOW ALL
MEN BY THESE PRESENTS: That the undersigned, being a natural person
of the age of eighteen years or more, does hereby sign, verify and deliver to
the Secretary of State of the State of Colorado, these Amended and Restated
Articles of Incorporation (referenced herein as the “Articles of
Incorporation”):
ARTICLE
I
NAME
The name
of the Corporation shall be: Standard Gold, Inc.
ARTICLE
II
PERIOD OF
DURATION
The
Corporation shall exist in perpetuity from and after the date of filing of the
original Articles of Incorporation with the Secretary of State of the State of
Colorado unless dissolved according to law.
ARTICLE
III
PURPOSES AND
POWERS
1. Purposes. Except
as restricted by these Articles of Incorporation, the Corporation is organized
for the purpose of transacting all lawful business for which corporations may be
incorporated pursuant to the Colorado Business Corporation Act.
2. General
Powers. Except as restricted by these Articles of
Incorporation, the Corporation shall have and may exercise all powers and rights
which a corporation may exercise legally pursuant to the Colorado Business
Corporation Act.
3. Issuance of
Shares. The board of directors of the Corporation may divide
and issue any class of stock of the Corporation in series pursuant to a
resolution properly filed with the Secretary of State of Colorado.
ARTICLE
IV
CAPITAL
STOCK
The
aggregate number of shares which this Corporation shall have authority to issue
is One Hundred Million (100,000,000) shares of $.001 par value each, which
shares shall be designated “Common Stock”; and Fifty Million (50,000,000) shares
of $1.00 par value each, which shares shall be designated “Preferred Stock” and
which may be issued in one or more series at the discretion of the Board of
Directors. In establishing a series the Board of Directors shall give
to it a distinctive designation so as to distinguish it from the shares of all
other series and classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All shares of any one
series shall be alike in every particular except as otherwise provided by these
Articles of Incorporation or the Colorado Business Corporation
Act.
1. Dividends. Dividends
in cash, property or shares shall be paid upon the Preferred Stock for any year
on a cumulative or noncumulative basis as determined by a resolution of the
Board of Directors prior to the issuance of such Preferred Stock, to the extent
earned surplus for each such year is available, in an amount as determined by a
resolution of the Board of Directors. Such Preferred Stock dividends
shall be paid pro rata to holders of Preferred Stock in any amount not less than
nor more than the rate as determined by a resolution of the Board of Directors
prior to the issuance of such Preferred Stock. No other dividend
shall be paid on the Preferred Stock.
Dividends
in cash, property or shares of the Corporation may be paid upon the Common
Stock, as and when declared by the Board of Directors, out of funds of the
Corporation to the extent and in the manner permitted by law, except that no
Common Stock dividend shall be paid for any year unless the holders of Preferred
Stock, if any, shall receive the maximum allowable Preferred Stock dividend for
such year.
2. Distribution in
Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, and after paying or adequately providing for the payment of
all its obligations, the remainder of the assets of the Corporation shall be
distributed, either in cash or in kind, first pro rata to the holders of the
Preferred Stock until an amount to be determined by a resolution of
the Board of Directors prior to issuances of such Preferred Stock, has been
distributed per share, and, then, the remainder pro rata to the holders of the
Common Stock.
3. Redemption. The
Preferred Stock may be redeemed in whole or in part as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock, upon prior notice to the holders of record of the Preferred Stock,
published, mailed and given in such manner and form and on such other terms and
conditions as may be prescribed by the Bylaws or by resolution of the Board of
Directors, by payment in cash or Common Stock for each share of the Preferred
Stock to be redeemed, as determined by a resolution of the Board of Directors
prior to the issuance of such Preferred Stock. Common Stock used to
redeem Preferred Stock shall be valued as determined by a resolution of the
Board of Directors prior to the issuance of such Preferred Stock. Any
rights to or arising from fractional shares shall be treated as rights to or
arising from one share. No such purchase or retirement shall be made
if the capital of the Corporation would be impaired thereby.
If less
than all the outstanding shares are to be redeemed, such redemption may be made
by lot or pro rata as may be prescribed by resolution of the Board of Directors;
provided, however, that the Board of Directors may alternatively invite from
shareholders offers to the Corporation of Preferred Stock at less than an amount
to be determined by a resolution of the Board of Directors prior to issuance of
such Preferred Stock, and when such offers are invited, the Board of Directors
shall then be required to buy at the lowest price or prices offered, up to the
amount to be purchased.
From and
after the date fixed in any such notice as the date of redemption (unless
default shall be made by the Corporation in the payment of the redemption
price), all dividends on the Preferred Stock thereby called for redemption shall
cease to accrue and all rights of the holders thereof as stockholders of the
Corporation, except the right to receive the redemption price, shall cease and
terminate.
Any
purchase by the Corporation of the shares of its Preferred Stock shall not be
made at prices in excess of said redemption price.
4. Voting Rights; Cumulative
Voting. Each outstanding share of Common Stock shall be
entitled to one vote and each fractional share of Common Stock shall be entitled
to a corresponding fractional share on each matter submitted to a vote of
shareholders. A majority of the shares of Common Stock entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. Except as otherwise provided by these Articles of
Incorporation or the Colorado Business Corporation Act, if a quorum is present,
the affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders. When, with respect to any action to be taken by
shareholders of this Corporation, the laws of Colorado require the vote or
concurrence of the holders of two-thirds of the outstanding shares, of the
shares entitled to vote thereon, or of any class or series, such action may be
taken by the vote or concurrence of a majority of such shares or class or series
thereof. Cumulative voting shall not be allowed in the election of
directors of this Corporation.
Shares of
Preferred Stock shall only be entitled to such vote as is determined by the
Board of Directors prior to the issuance of such stock, except as required by
law, in which case each share of Preferred Stock shall be entitled to one
vote.
5. Denial of Preemptive
Rights. No holder of any shares of the Corporation, whether
now or hereafter authorized, shall have any preemptive or preferential right to
acquire any shares of securities of the Corporation, including shares of
securities held in the treasury of the Corporation.
6. Conversion
Rights. Holders of shares of Preferred Stock may be granted
the right to convert such Preferred Stock to Common Stock of the Corporation on
such terms as may be determined by the Board of Directors prior to issuance of
such Preferred Stock.
ARTICLE
V
TRANSACTIONS WITH INTERESTED
DIRECTORS
No
contract or other transaction between the Corporation and one or more of its
directors or any other corporation, firm, association, or entity in which one or
more of its directors are directors or officers or are financially interested
shall be either void or voidable solely because of such relationship or interest
or solely because such directors are present at the meeting of the board of
directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted for such
purpose if:
(a) The
fact of such relationship or interest is disclosed or known to the board of
directors or committee which authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or
(b) The
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent; or
(c) The
contract or transaction is fair and reasonable to the corporation.
Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction.
ARTICLE
VI
CORPORATE
OPPORTUNITY
The
officers, directors and other members of management of this Corporation shall be
subject to the doctrine of “corporate opportunities” only insofar as it applies
to business opportunities in which this Corporation has expressed an interest as
determined from time to time by this Corporation’s board of directors as
evidenced by resolutions appearing in the Corporation’s minutes. Once
such areas of interest are delineated, all such business opportunities within
such areas of interest which come to the attention of the officers, directors,
and other members of management of this Corporation shall be disclosed promptly
to this Corporation and made available to it. The board of directors
may reject any business opportunity presented to it and thereafter any officer,
director or other member of management may avail himself of such
opportunity. Until such time as this Corporation, through its board
of directors, has designated an area of interest, the officers, directors and
other members of management of this Corporation shall be free to engage in such
areas of interest on their own and this doctrine shall not limit the rights of
any officer, director or other member of management of this Corporation to
continue a business existing prior to the time that such area of interest is
designated by the Corporation. This provision shall not be construed
to release any employee of this Corporation (other than an officer, director or
member of management) from any duties which he may have to this
Corporation.
ARTICLE
VII
INDEMNIFICATION
1. The
Corporation may 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, fiduciary or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary 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 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, or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in the best
interest of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
2. The
Corporation may 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 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, fiduciary 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 the best interests of
the Corporation; but no identification shall be made in respect of any claim,
issue, or matter as to which such person has 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 determines 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.
3. To
the extent that a director, officer, employee, fiduciary or agent of the
Corporation has been successful on the merits in defense of any action, suit, or
proceeding referred to in this article or in defense of any claim, issue, or
matter therein, he may be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection
therewith.
4. Any
indemnification under paragraph 1 or 2 of this article (unless ordered by a
court) may be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee,
fiduciary or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said paragraphs 1 or
2. Such determination shall be made 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, if such a quorum is not obtainable or even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the shareholders.
5. 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 paragraph
4 of this article upon receipt of an undertaking by or on behalf of the
director, officer, employee, fiduciary or agent to repay such amount unless it
is ultimately determined that he is entitled to be indemnified by the
Corporation as authorized in this article.
6. The
indemnification provided by this article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his 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, fiduciary or agent and shall inure to the
benefit of heirs, executors, and administrators of such a person.
7. The
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, fiduciary or agent of the Corporation or
who is or was serving at the request of the Corporation as a director, officer,
employee, fiduciary 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 the provisions of this article.
8. A
unanimous vote of each class of shares entitled to vote shall be required to
amend this article.
ARTICLE
VIII
AMENDMENTS
The
Corporation reserves the right to amend its Articles of Incorporation from time
to time in accordance with the Colorado Business Corporation Act.
ARTICLE
IX
ADOPTION AND AMENDMENT OF
BYLAWS
The
initial Bylaws of the Corporation shall be adopted by its board of
directors. Subject to repeal or change by action of the shareholders,
the power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be
vested in the board of directors. The Bylaws may contain any
provisions for the regulation and management of the affairs of the Corporation
not inconsistent with law or these Articles of Incorporation.
ARTICLE
X
SHAREHOLDER ACTIONS WITHOUT
A MEETING
Any
action required or otherwise permitted to be taken at a meeting of the
shareholders may be taken without a meeting if the shareholders holding not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all of the shares entitled to vote thereon
were present and voted consent to such action in writing.
|
/s/ Mark D. Dacko
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Mark
D. Dacko, Chief Financial Officer
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