|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/07/13 Talon Real Estate Holding Corp. 8-K:1,2,3,4 6/07/13 24:66M EDGARSources LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 725K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 42K
Liquidation or Succession -- exhibit21
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 21K
Liquidation or Succession -- exhibit22
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 60K
Liquidation or Succession -- exhibit23
5: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 61K
Liquidation or Succession -- exhibit24
6: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 62K
Liquidation or Succession -- exhibit25
7: EX-3 Articles of Incorporation/Organization or By-Laws HTML 19K
-- exhibit31
8: EX-3 Articles of Incorporation/Organization or By-Laws HTML 72K
-- exhibit32
9: EX-4 Instrument Defining the Rights of Security Holders HTML 9K
-- exhibit41
10: EX-10 Material Contract -- exhibit101 HTML 100K
11: EX-10 Material Contract -- exhibit102 HTML 31K
12: EX-10 Material Contract -- exhibit103 HTML 34K
13: EX-10 Material Contract -- exhibit104 HTML 62K
14: EX-10 Material Contract -- exhibit105 HTML 54K
15: EX-10 Material Contract -- exhibit106 HTML 47K
16: EX-10 Material Contract -- exhibit107 HTML 10K
17: EX-10 Material Contract -- exhibit108 HTML 34K
18: EX-10 Material Contract -- exhibit109 HTML 359K
19: EX-16 Letter re: Change in Certifying Accountant -- HTML 10K
exhibit161
20: EX-21 Subsidiaries of the Registrant -- exhibit211 HTML 10K
21: EX-99 Miscellaneous Exhibit -- exhibit991 HTML 91K
22: EX-99 Miscellaneous Exhibit -- exhibit992 HTML 87K
23: EX-99 Miscellaneous Exhibit -- exhibit993 HTML 35K
24: EX-99 Miscellaneous Exhibit -- exhibit994 HTML 169K
| Exhibit 3.1 |
Exhibit 3.1
AMENDED AND RESTATED
OF
TALON REAL ESTATE HOLDING CORP.
(Conformed copy)
The undersigned natural person of the age of eighteen years or more, acting as the incorporator of a corporation under the Utah Revised Business Corporation Act, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I
Name
The name of this corporation is “Talon Real Estate Holding Corp.”
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLES III
Purposes
The purpose or purposes for which this corporation is organized are to engage in any other lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.
ARTICLE IV
Stock
The amount of the total authorized capital stock of the corporation shall be:
A.
Ninety Million (90,000,000) shares of common stock with a $0.001 par value; and
B.
Ten Million (10,000,000) shares of preferred stock with a $0.001 par value. The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred stock or any class or series thereof.
ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of this corporation; nor shall shareholders be entitled to vote cumulatively for directors of the corporation.
ARTICLE VII
Initial Office and Agent
The name of the corporation’s initial registered agent and the address of its initial registered office are:
Kim McReynolds
5872 South 900 East, Suite 250
ARTICLE VIII
Directors
The number of directors constituting the initial Board of Directors of this corporation is three (3). The names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify, are:
Kim McReynolds
5872 South 900 East, Suite 250
Brenda Sundwall
869 North Wooden Lane
Ronald G. McReynolds
1168 North Reveille Circle
2
ARTICLE IX
Incorporator
The name and address of the Incorporator is:
Kim McReynolds
5872 South 900 East, Suite 250
ARTICLE X
Common Directors – Transactions Between Corporations
No contract or other transaction between this corporation and one (1) or more of its directors or any other corporation, firm, association or entity in which one (1) or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director if (a) the fact of such relationship or interest is disclosed or known to the Board of Directors and they authorize, approve or ratify such contract or transaction by vote or written consent; or (b) the contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any such contract or transaction.
ARTICLE XI
CONTROL SHARES ACQUISITION ACT
The corporation elects to opt out of the provisions of Section 61-6-1, et seq., Utah Code Annotated, as they may apply to the corporation or any transaction involving the corporation.
3
ARTICLE XII
RE-CAPITALIZATIONS
The outstanding securities of this corporation may be forward or reverse split by resolution of the Board of Directors and without stockholder approval, provided that such action will not adversely and materially affect the rights of the stockholders of the corporation.
ARTICLE XIII
CHANGE OF NAME
The Board of Directors shall have the right to change the name of the corporation without shareholder approval to a name that reflects the industry or business in which the corporation's business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the corporation that the Board of Directors, in its sole discretion, deems appropriate.
4
