Attached files
Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CASTMOR RESOURCES LTD.
(A NEVADA CORPORATION)
ARTICLE 1
NAME
1.1 The name of the Corporation is CASTMOR RESOURCES LTD.
ARTICLE 2
PURPOSE
2.1 The purpose for which the Corporation is organized is to engage in any
lawful activity within or outside the State of Nevada.
2.2 The Corporation may maintain offices at such other places within or
without the State of Nevada as it may from time to time determine. Corporate
business of every kind and nature may be conducted, and meetings of directors
and stockholders may be held outside the State of Nevada with the same effect as
if in the State of Nevada.
ARTICLE 3
BOARD OF DIRECTORS
3.1 The governing board of this Corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the Bylaws of this Corporation, providing that
the number of directors shall not be reduced to fewer than one (1).
ARTICLE 4
CAPITAL STOCK
4.1 The aggregate number of shares that the Corporation shall have authority
to issue is ONE BILLION (1,000,000,000) shares, consisting of (i) NINE HUNDRED
MILLION (900,000,000) shares of Common Stock, par value $0.0001 per share (the
"Common Stock"); and ONE HUNDRED MILLION (100,000,000) shares of preferred
stock, par value $0.0001 per share (the "preferred stock").
4.2 The Board of Directors is authorized from time to time to establish one
or more series of preferred stock and to determine and prescribe the voting
powers, distinguishing designations, preferences, limitations, restrictions and
relative rights of the preferred stock before issuance of any shares of that
class and of any series of preferred stock before issuance of shares of that
series.
4.3 The Board of Directors has authority to authorize and direct the
issuance by the Corporation of shares of preferred stock and Common Stock at
such times, in such amounts, to such persons, for such consideration as the
Board of Directors shall determine to be adequate, and upon such terms and
conditions as the Board of Directors may, from time to time, determine, subject
only to the restriction, limitations, conditions and requirements imposed by the
Nevada Business Corporations Act, other applicable laws and these Articles, as
the same may, from time to time, be amended. Upon the receipt by the Corporation
of the consideration for which the board authorized the issuance of shares of
preferred stock or Common Stock, such shares shall be deemed fully paid and
nonassessable.
4.4 The Board of Directors has authority to authorize and direct the payment
of dividends and the making of other distributions by the Corporation in respect
of the issued and outstanding shares of preferred stock (i) at such times, in
such amount and forms, from such sources and upon such terms and conditions as
it may, from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Nevada Business
Corporations Act, other applicable laws and these Articles of Incorporation, as
the same may, from time to time, be amended, and (ii) in shares of the same
class or series or in shares of any other class or series without obtaining the
affirmative vote or the written consent of the holders of the shares of the
class or series in which the payment or distribution is to be made.
4.5 The Board of Directors has authority to authorize and direct the
acquisition by the Corporation of the issued and outstanding shares of preferred
stock and Common Stock at such times, in such amounts, from such persons, for
such considerations, from such sources and upon such terms and conditions as the
Board of Directors may, from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by the Nevada
Business Corporations Act, other applicable laws and these Articles, as the same
may, from time to time, be amended. Such acquired shares of the Corporation
will be designated "Treasury Shares" unless specifically cancelled and withdrawn
by action of the Board of Directors.
ARTICLE 5
LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY
5.1 A director or officer of the Corporation shall not be personally liable
to the Corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful
payment of distributions. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1 Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director or officer of the corporation, shall be indemnified and held harmless
to the fullest extent legally permissible under the law of the State of Nevada
from time to time against all expenses, liability and loss (including attorney's
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article. Without limiting the application of the foregoing,
the Board of Directors may adopt Bylaws from time to time with respect to
indemnification to provide at all times the fullest indemnification permitted by
the law of the State of Nevada and may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation as a director of officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
ARTICLE 7
ADOPTION AND AMENDMENT OF BYLAWS
7.1 The Board of Directors is expressly granted the exclusive power to
adopt, amend or repeal the Bylaws of the Corporation.
ARTICLE 8
AMENDMENT OF ARTICLES OF INCORPORATION
8.1 The Corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation
