Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Form 10KSB for Alternative Technology 39 180K
2: EX-3 Articles of Incorporation/Organization or By-Laws 2 10K
3: EX-10 Material Contract 2 11K
4: EX-10 Material Contract 1 7K
5: EX-10 Material Contract 8 36K
6: EX-23 Consent of Experts or Counsel 1 6K
7: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-3 — Articles of Incorporation/Organization or By-Laws
EX-3 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.3
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF ALTERNATIVE TECHNOLOGY RESOURCES, INC.
FIRST: The name of the Corporation is Alternative Technology
Resources, Inc.
SECOND: The registered office of the Corporation is located at 1013
Centre Road, County of New Castle, City of Wilmington, Delaware 19805. The
name of the registered agent is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation law of Delaware.
FOURTH: This Corporation is authorized to issue a total of One
Hundred One Million Two Hundred Thousand (101,200,000) shares of stock
consisting of two classes of shares to be designated "Common Stock" and
"Preferred Stock," respectively. The number of shares of Common Stock
authorized to be issued is One Hundred Million (100,000,000), each with a
par value of one cent ($0.01) and the number of shares of Preferred Stock
authorized to be issued is One Million Two Hundred Thousand (1,200,000),
each with a par value of six dollars ($6.00). The Preferred Stock may be
issued in series. The board of directors is authorized to fix the number of
shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The board of directors is also authorized to
determine, fix, alter or revoke the rights, preferences, privileges and
restrictions granted to and imposed upon the Preferred Stock or any series
thereof with respect to any wholly unissued class or series of Preferred
Stock, and within the limits and restrictions stated in any resolution or
resolutions of the board of directors originally fixing the number of
shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.
Each ten (10 issued and outstanding shares of Common Stock of this
Corporation shall hereby be combined into one (1) share of validly issued,
fully paid and non-assessable share of Common Stock par value $0.01 per
share. Each person as of November 29, 1996, holding of record any issued
and outstanding shares of Common Stock shall receive upon surrender to the
Company's transfer agent a stock certificate or certificates to evidence
and represent the number of shares of post-consolidation Common Stock to
which such shareholder is entitled after giving effect to the
consolidation; provided, however, that all fractional shares resulting
therefrom shall be paid in cash.
FIFTH: The directors of the Corporation shall have the power to
adopt, amend or repeal the Bylaws of the Corporation without requiring a
vote of the stockholders therefor.
SIXTH: The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of Delaware,
as the same may be amended and supplemented.
SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.
Dates Referenced Herein
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This ‘10KSB’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 9/29/97 | | | | | | | None on these Dates |
For Period End: | | 6/30/97 |
| | 11/29/96 | | 1 |
| List all Filings |
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