Attached files
| file | filename |
|---|---|
| 10-Q - Innolog Holdings Corp. | v193340_10q.htm |
| EX-10.2 - Innolog Holdings Corp. | v193340_ex10-2.htm |
| EX-31.1 - Innolog Holdings Corp. | v193340_ex31-1.htm |
| EX-32.1 - Innolog Holdings Corp. | v193340_ex32-1.htm |
| EX-10.3 - Innolog Holdings Corp. | v193340_ex10-3.htm |
| EX-10.1 - Innolog Holdings Corp. | v193340_ex10-1.htm |
| EX-31.2 - Innolog Holdings Corp. | v193340_ex31-2.htm |
AMENDED AND RESTATED
ARTICLES OF
INCORPORATION
OF
UKARMA
CORPORATION
We the
undersigned President and Secretary of uKarma Corporation, Inc. do hereby
certify that:
1. The
Articles of Incorporation of said corporation are amended and restated to read
in full as follows:
ARTICLE
I
The name
of this corporation is UKARMA CORPORATION (herein referred to the “Corporation”
or the “Company”).
ARTICLE
II
The
address of the registered office of the Corporation in the State of Nevada is
202 S. Minnesota Street, Carson City, NV 89703. The name of its registered
agent in the State of Nevada at such address is Capitol Corporate Services,
Inc.
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Nevada Revised Statutes.
ARTICLE
IV
Section
1. Number of Authorized
Shares.
The total number of shares of stock which the Corporation shall have the
authority to issue shall be One Hundred Twenty Million (120,000,000) shares.
The Corporation shall be authorized to issue two classes of shares of
stock, designated, “Common Stock” and “Preferred Stock.” The Corporation
shall be authorized to issue One Hundred Million (100,000,000) shares of Common
Stock, each share to have a par value of $.001 per share, and Twenty Million
(20,000,000) shares of Preferred Stock, each share to have a par value of $.001
per share. The Preferred Stock may be issued from time to time in one or more
series.
Section
2. Common
Stock.
The Board of Directors of the Corporation may authorize the issuance of
shares of Common Stock from time to time. The Corporation may reissue
shares of Common Stock that are redeemed, purchased, or otherwise acquired by
the Corporation unless otherwise provided by law.
Section
3. Preferred
Stock.
The Board of Directors of the Corporation may by resolution authorize the
issuance of shares of Preferred Stock from time to time in one or more series.
The Corporation may reissue shares of Preferred Stock that are redeemed,
purchased, or otherwise acquired by the Corporation unless otherwise provided by
law. The Board of Directors is hereby authorized to fix or alter the
designations, powers and preferences, and relative, participating, optional or
other rights, if any, and qualifications, limitations or restrictions thereof,
including, without limitation, dividend rights (and whether dividends are
cumulative), conversion rights, if any, voting rights (including the number of
votes, if any, per share, as well as the number of members, if any, of the Board
of Directors or the percentage of members, if any, of the Board of Directors
each class or series of Preferred Stock may be entitled to elect), rights and
terms of redemption (including sinking fund provisions, if any), redemption
price and liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, and to increase or decrease the number of shares of any such series
subsequent to the issuance of shares of such series, but not below the number of
shares of such series then outstanding.
Section
4. Dividends and
Distributions.
Subject to the preferences applicable to Preferred Stock outstanding at
any time, the holders of shares of Common Stock shall be entitled to receive
such dividends, payable in cash or otherwise, as may be declared thereon by the
Board of Directors from time to time out of assets or funds of the Corporation
legally available therefore.
Section
5. Voting
Rights.
Each share of Common Stock shall entitle the holder thereof to one vote on
all matters submitted to a vote of the stockholders of the
Corporation.
ARTICLE
V
Meetings
of stockholders may be held within or without the State of Nevada, as the Bylaws
may provide. The books of the Corporation may be kept (subject to any
provision contained in Nevada Revised Statutes) outside the State of Nevada at
such place or places as may be designated from time to time by the Board of
directors or in the Bylaws of the Corporation.
ARTICLE
VI
The
number of directors of the Corporation shall be fixed from time to time by or in
the manner provided in the Bylaws of the Corporation or amendment thereof duly
adopted by the Board of Directors or by the stockholders of the Corporation.
Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
ARTICLE
VII
No
action, which has not been previously approved by the Board of Directors, shall
be taken by the stockholders except at an annual meeting or a special meeting of
the stockholders. Any action required to be taken at any annual or special
meeting of the stockholders of the Corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Nevada, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.
ARTICLE
VIII
In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, alter, amend or repeal the Bylaws
of the Corporation.
ARTICLE
IX
To the
fullest extent permitted by the Nevada Revised Statutes, as the same exists or
may hereafter be amended (provided that the effect of any such amendment shall
be prospective only) the “Nevada Law”), no director or officer of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director or officer.
The Corporation shall indemnify, in the manner and to the fullest extent
permitted by the Nevada Law (but in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), any person (or the estate
of any person) who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, whether or not
by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or
other enterprise. The Corporation to the fullest extent permitted by the
Nevada Law, purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against such person. The Corporation
may create a trust fund, grant a security interest or use other means (including
without limitation a letter of credit) to ensure the payment of such sums as may
become necessary or desirable to effect the indemnification as provided herein.
To the fullest extent permitted by the Nevada Law, the indemnification
provided herein shall include expenses as incurred (including attorneys’ fees),
judgments, finds and amounts paid in settlement and any such expenses shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the person
seeking indemnification to repay such amounts if it is ultimately determined
that he or she is not entitled to be indemnified. Notwithstanding the
foregoing or any other provision of this Article, no advance shall be made by
the Corporation if a determination is reasonably and promptly made by the Board
by a majority vote of a quorum of disinterested Directors, or (if such a quorum
is not obtainable or, even if obtainable, a quorum of disinterested Directors so
directs) by independent legal counsel to the Corporation, that, based upon the
facts known to the Board or such counsel at the time such determination is made,
(a) the party seeking an advance acted in bad faith or deliberately breached his
or her duty to the Corporation or its stockholders, and (b) as a result of such
actions by the party seeking an advance, it is more likely than not that it will
ultimately be determined that such party is not entitled to indemnification
pursuant to the provisions of this Article. The indemnification provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person for any such expenses to the fullest extent permitted by the
Nevada Law, nor shall it be deemed exclusive of any other rights to which any
person seeking indemnification from the Corporation may be entitled under any
agreement, the Corporation’s Bylaws, vote of stockholders or disinterested
directors, or otherwise, both as to action in such person’s official capacity
and as to action in another capacity while holding such office. The
Corporation may, but only to the extent that the Board of Directors may (but
shall not be obligated to) authorize from time to time, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article as it
applies to the indemnification and advancement of expenses of directors and
officers of the Corporation.
2. The
foregoing Amended and Restated Articles of Incorporation have been duly approved
by the Board of Directors.
3. The
foregoing Amended and Restated Articles of Incorporation have been duly approved
by the required vote of stockholders in accordance with Sections 78.390 and
78.403 of the Nevada General Corporation Law. The number of shares voting in
favor of the Amended and Restated Articles of Incorporation equaled or exceeded
the vote required. The percentage vote required under the law and the Articles
of Incorporation in effect at the time of this filing was more than 50% of the
outstanding Common Stock.
Bill
Glaser, Chief Executive Officer
Bill
Glaser, Secretary
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Certificate
of Amendment
(PURSUANT
TO NRS 78.385 AND 78.390)
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to
Articles of Incorporation
For Nevada Profit
Corporations
(Pursuant to NRS 78.385 and 78.390 -
After Issuance of Stock)
1. Name
of corporation:
uKarma
Corporation
2. The
articles have been amended as follows: (provide article numbers, if
available)
ARTICLE
IV
Section
1. Number of Authorized Shares. The total number of shares of stock which the
Corporation shall have the authority to issue shall be Two Hundred Fifty
Million (250,000,000) shares. The Corporation shall be authorized to issue
two classes of shares of stock, designated, “Common Stock” and
“Preferred Stock.” The Corporation shall be authorized to issue Two Hundred
Million (200,000,000) shares of Common Stock, each share to have a par
value of $.001 per share, and Fifty Million (50,000,000) shares
of Preferred Stock, each share to have a par value of $.001 per share. The
Preferred Stock may be issued from time to time in one or more
series.
3. The
vote by which the stockholders holding shares in the corporation entitling them
to exercise a least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is:
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4.
Effective date of filing: (optional)
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(must
not be later than 90 days after the certificate is
filed)
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5.
Signature: (required)
X
Signature of
Officer
*If any
proposed amendment would alter or change any preference or any relative or other
right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless
to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the
proper fees may cause this filing to be rejected.
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Nevada
Secretary of State Amend Profit-After
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This
form must be accompanied by appropriate fees.
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Revised:
3-6-09
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