Attached files
Exhibit 3.1
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov |
Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) |
USE BLACK INK ONLY DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 After Issuance of Stock)
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 After Issuance of Stock)
1. Name of corporation: ASI TECHNOLOGY CORPORATION
2. The articles have been amended as follows: (provide article numbers, if available)
The Amended and Restated Articles of Incorporation of ASI Technology Corporation dated September 1,
2000, as amended, are further amended as follows:
Section 1 is deleted and replaced in its entirety with the following:
1. The Name of the corporation is Robertson Global Health Solutions Corporation. The original
Articles of Incorporation were filed with the Secretary of State on January 10, 1931; on August 31,
1973, Restated Articles of Incorporation were filed; an Amendment filed with the Secretary of State
on September 1, 1998 changed the name of the corporation from Associated Smelters International to
ASI; Amended and Restated Articles of Incorporation filed on September 1, 2000 changed the name of
the corporation to ASI Technology Corporation.
Section 3 is deleted and replaced in its entirety with the following:
3. The name of the corporation is Robertson Global Health Solutions Corporation.
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: 51.6% of Common Stock
4. Effective date of filing: (optional) |
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(must not be later than 90 days after the certificate is filed) | ||
5. Signature: (required) |
X /s/ Melissa A. Seeger
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* | 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.
This form must be accompanied by appropriate fees. | Nevada Secretary of State Amend Profit-After Revised: 3-6-09 |
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov |
Certificate of Change Pursuant to NRS 78.209 |
USE BLACK INK ONLY DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
For Nevada Profit Corporations
1. Name of corporation:
ASI Technology Corporation
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have
obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or
series, if any, of shares before the change:
300,000,000 shares of common stock, par value $0.001
4. The number of authorized shares and the par value, if any, of each class or series, if any,
of shares after the change:
20,000,000 shares of common stock, par value $0.001
5. The number of shares of each affected class or series, if any, to be issued after the change
in exchange for each issued share of the same class or series:
The corporation shall issue one (1) share of common stock for every fifteen (15) shares of
common stock issued and outstanding. Preferred shares of common stock remain unchanged.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or
the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the
percentage of outstanding shares affected thereby:
See Exhibit A
7. Effective date of filing: (optional) June 4, 2010 |
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8. Signature: (required)
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(must not be later than 90 days after the certificate is filed) |
X /s/ Joel C. Robertson
Signature
of Officer
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Joel C. Robertson, President Title |
IMPORTANT: Failure to include any of the above information and submit with the proper fees may
cause this filing to be rejected.
This form must be accompanied by appropriate fees. | Nevada Secretary of State Stock Split Revised: 3-6-09 |
Exhibit A
In lieu of any fractional shares of common stock created by the reverse split, the corporation
shall pay to the holders thereof the fair market value of such fractional shares as determined by
the trading price of the Corporations common stock on OTCBB as of the close of trading on the day
that the Certificate becomes effective.
ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov |
Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) |
USE BLACK INK ONLY DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 After Issuance of Stock)
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 After Issuance of Stock)
1. Name of corporation:
ASI TECHNOLOGY CORPORATION
2. The articles have been amended as follows: (provide article numbers, if available)
Section 7.(A) is hereby deleted in its entirety and replaced with the following:
7.(A) Classes of Stock: The Corporation is authorized to issue two classes of
stock to be designated, respectively, Common Stock and Preferred Stock.
The total number of shares which the Corporation is authorized to issues is
Three Hundred and One Million (301,000,000) shares, each with a par value of
$0.001 per share. Three hundred million (300,000,000) shares will be Common
Stock and one million (1,000,000) shares will be Preferred Stock.
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:
10,333,455 (60.5%)
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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) |
5. Signature: (required)
X /s/ Jerry E. Polis
|
* | 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.
This form must be accompanied by appropriate fees. | Nevada Secretary of State Amend Profit-After Revised: 3-6-09 |
Filed # C18-1931
Sep 01 2001
Sep 01 2001
CERTIFICATE
RESTATED ARTICLES OF INCORPORATION
OF ASI TECHNOLOGY CORPORATION
RESTATED ARTICLES OF INCORPORATION
OF ASI TECHNOLOGY CORPORATION
Pursuant to NRS 78.403, the undersigned, certifies as follows:
1. The name of the corporation is ASI Technology Corporation. The original Articles of
Incorporation were filed with the Secretary of State on January 10, 1931; on August 31, 1973,
Restated Articles of Incorporation were filed; an Amendment filed with the Secretary of
State on September 1, 1998, changed the name of the corporation from Associated Smelters
International to ASI.
2. The text of the Articles of Incorporation is restated as amended to the date of this
Certificate and supersedes the original and Restated Articles of Incorporation previously filed
with the Secretary of State.
3. The name of the Corporation is ASI Technology Corporation.
4. The period of existence of the corporation is perpetual.
5. The address of the registered office of the corporation is 2345 Red Rock St., Suite 310,
Las Vegas, Clark County, Nevada 89146.
6. The name of the Resident Agent of the corporation at the address is Neil J. Beller, Esq.
7. (A) Classes of Stock: The Corporation is authorized to issue two classes of stock to be
designated, respectively, Common Stock and Preferred Stock. The total number of shares which
the corporation is authorized to issue is eleven million (11,000,000) shares, each with a par value
of $0.02 per share. Ten Million (10,000,000) shares shall be Common Stock and One Million
(1,000,000) shares shall be Preferred Stock.
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(B) Rights, Preferences and Restrictions of Preferred Stock: The Preferred Stock authorized
by these Articles of Incorporation may be issued from time to time in one or more series. The
Board of Directors of this Corporation is hereby authorized, within the limitations and
restrictions prescribed by law or stated in these Articles of Incorporation, and by filing a
certificate pursuant to applicable law of the State of Nevada, to provide for the issuance of
Preferred Stock in series and (i) to establish from time to time the number of shares to be
included in each such series; (ii) to fix the voting powers, designations, powers, preferences and
relative, participating, optional or other rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, including but not limited to, the fixing or
alteration of the dividend rights, dividend rate, conversion rights, conversion rates, voting
rights, rights and terms of redemption (including sinking fund provisions), the redemption
price or prices, and the liquidation preferences of any wholly unissued series of shares of
Preferred Stock; and (iii) to increase or decrease the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the adoption of the
adoption of the resolution originally fixing the number of shares of such series.
(C) Rights, Preferences and Restrictions of Common Stock: The Common Stock authorized by
these Articles of Incorporation may be issued from time to time in one or more series. The
first series of Common Stock shall be designated Common Stock and shall consist of Ten Million
(10,000,000) shares. The rights, preferences, privileges, and restrictions granted to and imposed
on the Common Stock are as set forth below in this Article 7(C).
(1) Dividend Provisions: Subject to the rights of series of Preferred Stock which may from
time to time come into existence, the holders of shares of Common Stock shall be entitled to
receive dividends, out of any assets legally available therefor, payable when, as and if declared
by the Board of Directors. Such dividends shall not be cumulative. Dividends payable to the holders
of Common Stock shall be paid ratably to such holders in proportion to the number of shares of
Common Stock (regardless of series) then held thereby.
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(2) Liquidation Preference: In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, subject to the rights of series of
Preferred Stock that may from time to time come into existence, the entire assets and funds of the
corporation legally available for distribution shall be distributed ratably among the
holders of the Common Stock according to the number of shares of Common Stock(regardless of
series) then held thereby.
(3) Redemption: The Common Stock is not redeemable, provided that nothing herein shall
prevent the corporation from (a) offering to repurchase shares of its Common Stock or Preferred
Stock should the Board of Directors resolve to make any such offer, or from consummating any
repurchase transaction resulting from such offer, or (b) repurchasing shares of its Common Stock
or Preferred Stock pursuant to a contractual agreement giving the Company the right to so
repurchase any such shares.
(D) Distributions: Subject to the terms of these Articles of Incorporation and to the
fullest extent permitted by the Nevada Revised Statutes, the Corporation shall be expressly
permitted to redeem, repurchase, or make distributions, as that term is defined in Section
78.191 of the Nevada Revised Statutes, with respect to the shares of its capital stock in
all circumstances other than where doing so would cause the Corporation to be unable to pay its
debts as they become due in the usual course of business.
8. The business and pursuits of the Corporation shall be any lawful activity, subject to
the provisions of NRS 78.045.
9. The number of directors of this corporation shall be in no event less than three and
that until changed by unanimous vote of the Board of Directors of this corporation the present
number of directors shall be four.
10. No Shareholders shall have preemptive rights to subscribe to shares of stock of the
corporation of the same class or otherwise and the provisions of NRS 78.265 are waived.
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11. The annual meeting of stockholders of this corporation shall be held on the date
and at the time and place as shall be designated from time to time by the Board of Directors and
stated in the Notice of the Meeting, for the purpose of electing Directors of the
Corporation to serve during the ensuing year and for the transaction of such other business
that may properly come before the meeting. A majority of the outstanding capital stock having
the right to vote as shown on the books of the company on the date of the giving of the notice of
the annual meeting or any special meeting shall constitute a quorum for the holding of the annual
or special stockholders meeting.
12. Pursuant to NRS 78.225, no stockholder is individually liable for the debts of the
corporation.
13. No corporate director or officer shall be personally liable to the corporation or its
stockholders for damages for breach of fiduciary duty as director or officer of the
corporation except for his acts or omissions involving intentional misconduct, fraud, a
knowing violation of law or the payment of dividends in violation of NRS 78.300.
14. To the extent that a Director, Officer, Employee or Agent of the Corporation has been
successful on the merits or otherwise in the defense of any action, suit or proceeding set forth
in NRS 78.7502(1 & 2) or in any defense of any claim, issue or matter therein, the Corporation
may indemnify him/her against expenses, including attorneys fees, actually and reasonably
incurred by him/her in connection with the defense.
15. The holders of at least the majority of shares have voted for or signed a written
consent to the adoption of the Restated Articles of Incorporation.
16. These Restated Articles of Incorporation were approved by authorization of the
Board of Directors July 5, 2000.
/s/ JERRY E. POLIS
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/s/ ERIC POLIS
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