|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/05/17 Edgar Express, Inc. S-1 10/06/17 6:837K Kenneth I Denos PC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 404K
2: EX-3.1 Amended and Restated Articles of Incorporation HTML 19K
3: EX-3.2 Amended and Restated Bylaws HTML 72K
4: EX-5.1 Opinion re: Legality HTML 9K
5: EX-14.1 Code of Ethics HTML 11K
6: EX-23.1 Consent of Independent Registered Public HTML 6K
Accounting Firm
AMENDED AND RESTATED ARTICLES OF INCORPORATION
The undersigned, Mary Foster, being the Chief Executive Officer of Acadia Technologies, Inc., a Utah corporation (the “Corporation”), hereby certifies the following:
of
EDGAR EXPRESS, INC.
The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator under the provisions of the Utah Revised Business Corporation Act (hereinafter referred to as the "Act") hereby adopts the following Articles of Incorporation:
Article I
Name
The name of this corporation is Edgar Express, Inc. (the "Corporation").
Article II
Purposes and Powers
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Act.
C:| C: 1 |
Article III
Limitation of Liability
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) the amount of a financial benefit received by a director to which such director is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders; (iii) a violation of Section 16-10a-842 of Utah Code Ann.; or (iv) an intentional violation of criminal law. If the laws of the State of Utah are amended after the adoption of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the laws of the State of Utah, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Article IV
Authorized Shares
The Corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock". The number of shares of Preferred Stock authorized to be issued is Ten Million (10,000,000). The number of shares of Common Stock authorized to be issued is Fifty Million (50,000,000). The Preferred and Common Stock shall each have a par value of $0.001 per share.
(A) Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matters submitted to a vote of the stockholders, except as otherwise required by law.
(B) Provisions Relating to the Preferred Stock. The Board of Directors (the "Board") is authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide for the issuance of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
(1) The number of shares constituting that series and distinctive designation of that series;
C:| 2 |
(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;
(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of share of that series;
(8) Any other relative or participation rights, preferences and limitations of that series;
(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.
Article V
Registered and Designated Office and Agent
The address of the registered office and designated office of the Corporation is c/o Mary Foster, 11650 South State Street, Suite 240, Draper, Utah 84020. The name of the registered agent of the Corporation at that address is Mary Foster.
Article VII
Exemption From Control Shares Acquisitions Act
The Utah Control Share Acquisition Act, Section 61-6-1 et seq., Utah Code Annotated, 1953, as amended, shall not apply to control share acquisitions of shares of the Corporation.
C:| 3 |
[End of Articles]
| 4. | These Amended and Restated Articles of Incorporation were approved by the Board, by unanimous written consent dated September 14, 2016. |
IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been signed under the seal of the Corporation effective as of the 15th day of September, 2016.
Acadia Technologies, Inc.
/s/ Mary Foster
Mary Foster, Chief Executive Officer
The appointment of the undersigned as the registered agent of the Corporation is hereby accepted.
/s/ Mary Foster
Registered Agent
C:
| 4 |
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/6/17 | None on these Dates | ||
| Filed as of: | 10/5/17 | |||
| 9/14/16 | ||||
| 3/20/14 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/22 Andover National Corp. 10-K 12/31/21 84:9.9M Toppan Merrill/FA2 4/28/21 Andover National Corp. 10-K/A 12/31/20 5:183K Toppan Merrill/FA 3/31/21 Andover National Corp. S-8 3/31/21 3:163K Toppan Merrill/FA 3/31/21 Andover National Corp. 10-K 12/31/20 79:6.7M Toppan Merrill/FA 11/01/17 SEC UPLOAD¶ 2/09/18 1:148K Andover National Corp. |