[ A388786 ]
[ ENDORSED ]
[ FILED ]
[In the office of the Secretary of State]
[ of the State of California ]
[ JUN 22 1990 ]
[ MARCH FONG EU, Secretary of State ]
RESTATED
ARTICLES OF INCORPORATION
OF
MOLLER INTERNATIONAL, INC.
PAUL S. MOLLER and JACK ALLISON certify that:
1. They are the President and Secretary, respectively, of MOLLER
INTERNATIONAL, INC., a California corporation;
2. The Articles of Incorporation of this corporation are amended and restated
to read as follows:
ONE: The name of this corporation is: MOLLER INTERNATIONAL, INC.
TWO: The purpose of this Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General corporation Law of California other than the banking business,
the trust company business, or the practice of a profession permitted
to be incorporated by the California corporations Code.
THREE: This corporation is authorized to issue two (2) classes of
shares of stock to be designated Common and Preferred respectively.
The total number of Common shares which this corporation is authorized
to issue is Fifty Million (50,000,000) .The total number of Preferred
shares which this Corporation is authorized to issue is Fifty Million
(50,000,000) .The Preferred shares may be authorized in one or more
series. The Board of Directors is authorized to fix the number of any
such series of Preferred shares and to fix the designation of such
series. The Board of Directors is further authorized to determine or
alter the rights, preferences, privileges and restrictions granted to
or imposed upon any wholly unissued series of Preferred shares 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 such series subsequent to the issue of shares of that
series.
FOUR: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law. The Corporation, by action of its Board of
Directors or shareholders, may amend its bylaws to authorize the
indemnification of agents, as defined in Section 317 of the California
corporations Code (the "Code") , in excess of that expressly permitted
by Code Section 317 for agents of the Corporation for breach of duty
to the Corporation and its shareholders, provided, however, that such
an amendment may not provide for indemnification of any agent for acts
or omissions or transactions from which a director may not be relieved
of liability as set forth in the exception to Code section 204(a) (10)
or as to circumstances in which indemnity is expressly prohibited by
Code section 317.
3. The foregoing amendments of the Articles of Incorporation have been duly
approved by the Board of Directors.
4. The foregoing amendments of the Articles of Incorporation have been duly
approved by to required vote of shareholders in accordance with section 902
of the Corporations Code. The total number of outstanding shares of the
Corporation is FOUR MILLION FOUR HUNDRED EIGHTY-FOUR THOUSAND ONE HUNDRED
SIXTY-ONE (4,484,161) , consisting entirely of Common shares. The number of
outstanding Common shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required of Common shares
was more than 50%.
We declare under penalty of perjury under the laws of the State of California
that the matters set forth in this certificate are true and correct of our own
knowledge. Dated: May 5, 1990.
/s/ Paul S. Moller
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PAUL S. MOLLER, President
/s/ Jack Allison
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JACK ALLISON, Secretary