Attached files
| file | filename |
|---|---|
| S-1/A - ITRACKR SYSTEMS INC | v208643_s1a.htm |
| EX-23 - ITRACKR SYSTEMS INC | v208643_ex23.htm |
| EX-3.2 - ITRACKR SYSTEMS INC | v208643_ex3-2.htm |
Exhibit
3.1
RESTATED
ARTICLES OF INCORPORATION
OF
ITRACKR
SYSTEMS, INC.
Pursuant
to Section 607.1007 of the Business Corporation Act of the State of Florida, the
undersigned, being the President of iTrackr Systems, Inc., a Florida corporation
(the "Corporation"), hereby certifies that the Articles of Incorporation of the
Corporation were filed with the Secretary of State of Florida on March 4, 2004,
bearing Document No. P04000041568. The undersigned further certifies that the
text of the Articles of Incorporation is hereby amended and restated as herein
set forth in full and shall supersede the original Articles of Incorporation, as
amended:
ARTICLE
I: CORPORATE NAME
The name
of this Corporation is ITRACKR SYSTEMS, INC.
ARTICLE
II: NATURE OF CORPORATE BUSINESS AND POWERS
The
general nature of the business to be transacted by this Corporation shall be to
engage in any and all lawful business permitted under the laws of the United
States and the State of Florida.
ARTICLE
III: CAPITAL STOCK
The
maximum number of shares that this Corporation shall be authorized to issue and
have outstanding at any one time shall be One Hundred Ten Million (110,000,000),
of which:
(i) One
Hundred Million (100,000,000) shares shall be designated Common Stock, no par
value. Each issued and outstanding share of Common Stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders;
(ii) Ten
Million (10,000,000) shares shall be designated as Preferred
Stock. The Board of directors of the Corporation, by resolutions, at
any time and from time to time, shall be authorized to divide and establish any
or all of the unissued shares of Preferred Stock into one or more series and,
without limiting the generality of the foregoing, to fix and determine the
designation of each such share, the number of shares which shall constitute such
series and certain preferences, limitations and relative rights of the shares of
each series so established.
ARTICLE
IV: TERM OF EXISTENCE
This
Corporation shall have perpetual existence.
ARTICLE
V: PRINCIPAL OFFICE AND MAILING ADDRESS
The
principal office and mailing address of the Corporation is 20423 State Road 7,
Suite F6490, Boca Raton, Florida 33495.
ARTICLE
VI: BOARD OF DIRECTORS
The Board
of Directors shall consist of not less than one nor more than seven individuals.
The number of directors may be increased or decreased from time to time by
amendment to the Bylaws.
ARTICLE
VII: INDEMNIFICATION
The
Corporation may indemnify any director, officer, employee, or agent of the
Corporation to the fullest extent permitted by Florida law.
ARTICLE
VIII: REGISTERED AGENT AND ADDRESS
The
Registered Agent of this Corporation shall be John Rizzo at 20423 State Road 7,
Suite F6490, Boca Raton, Florida 33495.
ARTICLE
IX: AFFILIATED TRANSACTIONS
This
Corporation expressly elects not to be governed by Section 607.0901 of the
Florida Business Corporation Act, as amended from time to time, relating to
affiliated transactions.
ARTICLE
X: CONTROL SHARE ACQUISITIONS
This
Corporation expressly elects to be governed by Section 607.0902 of the Florida
Business Corporation Act, as amended from time to time, relating to control
share acquisitions.
The
foregoing amended and restated articles of incorporation were adopted pursuant
to written consent of the directors of the Corporation and no shareholder action
was required, in accordance with Sections 607.1007 and 607.0704 of the Florida
Business. Corporation Act.
IN
WITNESS WHEREOF, the undersigned, being the President of this Corporation, has
executed these Restated Articles of Incorporation this 20th day of January
2011.
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/s/ John Rizzo
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John
Rizzo, President
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2
CERTIFICATE
OF ACCEPTANCE BY REGISTERED AGENT
Pursuant
to the provisions of Section 607.0501 of the Florida Business Corporation Act,
the undersigned submits the following statement in accepting the designation as
registered agent and registered office of ITRACKR SYSTEMS, INC., a Florida
corporation (the "Corporation"), in the Corporation's Amended and Restated
Articles of Incorporation:
Having
been named as registered agent and to accept service of process for the
Corporation at the registered office designated in the Corporation's Amended and
Restated Articles of Incorporation, the undersigned accepts the appointment as
registered agent and agrees to act in this capacity. The undersigned further
agrees to comply with the provisions of all statutes relating to the proper and
complete performance of its duties, and the undersigned is familiar with and
accepts the obligations of its position as registered agent.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate this 20th day of
January 2011.
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/s/ John Rizzo
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John
Rizzo, Registered Agent
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