Attached files

file filename
S-1 - ZEN RAKU ENTERPRISES FORM S-1 - ZEN RAKU ENTERPRISES INCzenrakus1.txt
EX-9 - EX 9 - FORM OF ESCROW AGREEMENT - ZEN RAKU ENTERPRISES INCex9.txt
EX-23 - EX 23.1 - CONSENT OF INDEPENDENT AUDITORS - ZEN RAKU ENTERPRISES INCex23.txt
EX-3 - EX 3.2 AMENDED BYLAWS - ZEN RAKU ENTERPRISES INCex32.txt
EX-5 - EX 5.1 - LEGAL OPINION - ZEN RAKU ENTERPRISES INCex51.txt

EXHIBIT 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                      OF

                           ZEN RAKU ENTERPRISES, INC.

KNOW ALL MEN BY THESE PRESENTS:  That the undersigned Corporation, pursuant
to the provisions of the Colorado Business Corporation Act, does hereby adopt
these Amended and Restated Articles of Incorporation.

By written informal action, unanimously taken by the Board of Directors of
the Corporation, pursuant to and in accordance with Section 7-108-202 of the
Colorado Business Corporation Act, the Board of Directors of the Corporation
duly adopted the foregoing Amended and Restated Articles of Incorporation,
and by written informal action unanimously taken by the sole stockholder of
the Corporation in accordance with Section 7-107-104 of the Colorado Business
Corporation Act, the stockholder of the Corporation duly approved said
Amended and Restated Articles of Incorporation. The effective date of the
directors' written informal action is November 1, 2009, and the effective
date of the stockholders' informal action is November 1, 2009.

The provisions set forth in these Amended and Restated Articles of
Incorporation supersede the original Articles of Incorporation and all
amendments thereto.

The Articles of Incorporation of the Corporation are hereby amended by
striking in their entirety Articles I through X, inclusive and by
substituting in lieu thereof the following:

                                   ARTICLE I
                                     Name

     The name of the Corporation shall be "Zen Raku Enterprises, Inc."

                                  ARTICLE II
                               Authorized Shares

     Section 1:  Number. The aggregate number of shares which the Corporation
shall have authority to issue is Fifty Million (50,000,000) Common Shares of
one class, with unlimited voting rights, all with no par value and One
Million (1,000,000) Preferred Shares, all with no par value, to have such
classes and preferences as the Board of Directors may determine from time to
time.

     Section 2: Dividends. Dividends in cash, property or shares of the
Corporation may be paid upon the 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.

                                 ARTICLE III
                              Preemptive Rights

     The holders of the capital stock of this Corporation shall not have the
preemptive right to acquire additional unissued shares or treasury shares of
the capital stock of this Corporation, or securities convertible into shares
of capital stock or carrying capital purchase warrants or privileges.

                                 ARTICLE IV
                              Cumulative Voting

     Cumulative voting of shares of stock of the Corporation shall not be
allowed or authorized in the election of the Board of Directors of the
Corporation.

                                 ARTICLE V
                      Provisions for Regulation of the
                         Internal Corporate Affairs

     The following provisions are inserted for the management of the business
and for the regulation of the internal affairs of the Corporation, and the
same are in furtherance of and not in limitation or exclusion of the powers
conferred by law.

     Section 1: Bylaws. The Board of Directors shall have the power to adopt,
alter, amend or repeal, from time to time, such Bylaws as it deems proper for
the management of the affairs of the Corporation, according to these Articles
and the laws in such cases made and provided.

     Section 2: Executive Committee. The Bylaws may provide for designation
by the Board of Directors of an Executive Committee and one or more other
committees, the personnel and authority of which and the other provisions
relating to which shall be as may be set forth in the Bylaws.

     Section 3: Place of Meetings. Both Stockholders' and Directors' meetings
may be held either within or without the State of Colorado, as may be
provided in the Bylaws.

     Section 4: Compensation to Directors. The Board of Directors is
authorized to make provisions for reasonable compensation to its members for
their services as Directors. Any Director of the Corporation may also serve
the Corporation in any other capacity and receive compensation therefor in
any form.

     Section 5: Conflicts of Interest. No transaction of the Corporation with
any other person, firm or corporation, or in which this Corporation is
interested, shall be affected or invalidated solely by: (a) the fact that any
one or more of the Directors or Officers of this Corporation is interested in
or is a director, or officer of another corporation; or (b) the fact that any
Director or Officer, individually or jointly with others, may be a party to
or may be interested in any such contract or transaction.

     Section 6: Registered Owner of Stock. The Corporation shall be entitled
to treat the registered holder of any shares of the Corporation as the owner
thereof for all purposes, including all rights deriving from such shares, on
the part of any other person, including, but not limited to, .a purchaser,
assignee or transferee of such shares or rights deriving from such shares,
unless and until such purchaser, assignee, transferee or other person becomes
the registered holder of such shares, whether or not the Corporation shall
have either actual or constructive notice of the interest of such purchaser,
assignee, transferee or other person. The purchaser, assignee or transferee
of any of the shares of the Corporation shall not be entitled to: (a) receive
notice of the meetings of the Shareholders; (b) vote at such meetings; (c)
examine a list of the Shareholders; (d) be paid dividends or other sums
payable to Shareholders, or (e) own, enjoy or exercise any other property or
rights deriving from such shares against the Corporation, until such
purchaser, assignee or transferee has become the registered holder of such
shares.

     Section 7: Conduct of Business. The Corporation may conduct part or all
of its business, not only in the State of Colorado, but also in every other
state of the United States and the District of Columbia, and in any
territory, district and possession of the United States, and in any foreign
country, and the Corporation may qualify to do business in any of such
locations and appoint an agent for service of process therein. The
Corporation may hold, purchase, mortgage, lease and convey real and personal
property in any of such locations. Part or all of the business of the
Corporation may be carried on beyond the limits of the State of Colorado, and
the Corporation may have one or more offices out of the State of Colorado.

     Section 8: Action of the Shareholders.  To the fullest extent now or
hereafter permitted by the Colorado Business Corporation Act, the vote or
consent of a majority of the issued and outstanding shares of the Corporation
entitled to vote on such matter shall be sufficient to approve any matter
requiring shareholder action, including, but not limited to, the right from
time to time, to amend, alter or repeal, or add any provisions to, the
Corporation's Articles of Incorporation.  Shareholders holding shares having
not less than the minimum number of votes that would be necessary to
authorize or take an action at a meeting at which all of the shares entitled
to vote thereon were present and voted, may consent, in lieu of a meeting, to
such action in writing in accordance with the procedures of the Colorado
Business Corporation Act, as then currently in place from time to time.

     Section 9: Quorum For Voting. A quorum of Shareholders for any matter to
come before any meeting of Shareholders of the Corporation shall consist of
not less than one-third of the issued and outstanding shares entitled to vote
on the matter, except where a greater number is specifically required by the
provisions of the Colorado Business Corporation Act, as then currently in
place from time to time.

     Section 10: Restrictions on Stock. The Directors shall have the right,
from time to time, to impose restrictions or to enter into agreements on
behalf of the Corporation imposing restrictions on the transfer of all or a
portion of the Corporation's shares, provided that no restrictions shall be
imposed on the transfer of shares outstanding at the time the restrictions
are adopted unless the holder of such shares consents to the restrictions.

     Section 11: Indemnification of Directors. A director of the Corporation
shall not be personally liable to the Corporation or to its shareholders for
damages for breach of fiduciary duty as a director of the Corporation or to
its shareholders for damages otherwise existing for (i) any breach of the
director's duty of loyalty to the Corporation or to its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (iii) acts specified in Section 7-108-403
of the Colorado Business Corporation Act; or (iv) any transaction from which
the director directly or indirectly derived any improper personal benefit. If
the Colorado Business Corporation Act is hereafter amended to eliminate or
limit further the liability of a director, then, in addition to the
elimination and limitation of liability provided by the foregoing, the
liability of each director shall be eliminated or limited to the fullest
extent permitted under the provisions of the Colorado Business Corporation
Act as so amended. Any repeal or modification of the indemnification provided
in these Articles shall not adversely affect any right or protection of a
director of the Corporation under these Articles, as in effect immediately
prior to such repeal or modification, with respect to any liability that
would have accrued, but for this limitation of liability, prior to such
repeal or modification.

     Section 12: Indemnification. The Corporation shall indemnify, to the
fullest extent permitted by applicable law in effect from time to time, any
person, and the estate and personal representative of any such person,
against all liability and expense (including, but not limited to, attorneys'
fees) incurred by reason of the fact that he is or was a director or officer
of the Corporation, he is or was 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 shall also 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.

                                  ARTICLE VI
                               Principal Office

     The address of the principal office of the Corporation is: 77 Lipan
Street, Denver, Colorado 80223. The principal office of the Corporation may
be relocated to such other place or places from time to time as may be
determined by the Board of Directors.