Exhibit
3.1A
FLAMERET,
INC.
Exhibit
A
ONE: The
Corporation is authorized to issue two classes of stock. One class of stock
shall be common stock, par value $0.001, of which the Corporation shall have the
authority to issue 90,000,000 shares. The second class of stock shall be
preferred stock, par value $0.001, of which the corporation shall have the
authority to issue 10,000,000 shares. The preferred stock, or any series
thereof, shall have such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof as shall be
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the board of directors and may be made dependent upon facts
ascertainable outside such resolution or resolutions of the board of directors,
provided that the matter in which such facts shall operate upon such
designations, preferences, rights and qualifications; limitations or
restrictions of such class or series of stock is clearly and expressly set forth
in the resolution or resolutions providing for the issuance of such stock by the
board of directors.
TWO: The
governing board of this corporation shall be known as the Board of 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 less than one (1).
THREE:
After the amount of the subscription price, the purchase price, of the par value
of the stock of any class or series is paid into the corporation, owners or
holders of shares of any stock in the corporation may never be assessed to pay
the debts of the corporation.
FOUR: The
Corporation is to have a perpetual existence.
FIVE: No
director or officer of the corporation shall be personally liable to the
corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer of for any act or omission of any such director or
officer; however, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (b) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of this 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.
SIX: No
shareholder shall be entitled as a matter of right to subscribe for or receive
additional shares of any class of stock of the corporation, whether now or
hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
SEVEN:
This Corporation reserves the right to amend, alter, change or repeal and
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 the Stockholders herein are granted subject to this
reservation.
