Certificate of Incorporation

Certificate of Incorporation - Certificate of Incorporation...

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Certificate of Incorporation Of International Business Transportation Corporation As Restated and Filed February 18, 2001 And As Amended through September 22, 2008 Article One – Name The name of the corporation (hereinafter called “the Corporation”) is International Business Transportation Corporation. Article Two – Purpose and powers The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized and to exercise powers granted under the Business Corporation Law of the State of North Carolina, provided that the Corporation shall not engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained. Article Three – Capital The aggregate number of shares that the Corporation shall have authority to issue is 2,873,300,000 shares, consisting of 2,385,500,000 shares of the par value of $0.30 per share, which shall be designated “capital stock”, and 2,000,000,000 shares of the par value of $.05 per share, which shall be designated “preferred stock.” Article Four – Shares (1) Subject to the provisions of the By-laws, as from time to time amended, with respect to the closing of the transfer books and the fixing of a record date, each share of the capital stock of the Corporation shall be entitled to one vote on all matters requiring a vote of the stockholders and, subject to the rights of the holders of any outstanding shares of preferred stock issued under this Article FOUR, shall be entitled to receive such dividends, in cash, securities, or property, as may from time to time be declared by the Board of directors. In the event of an liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, after payment shall have been made to the holders of preferred stock of the full amount to which they shall be entitled under this Article FOUR, the holders of capital stock shall be entitled, to the exclusion of the holders of the preferred stock of any series, to share ratably, according to the number of shares held by them, in all remaining assets of the Corporation available for distribution.
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(2) The Board of directors is authorized, at any time or from time to time, to issue preferred stock and (i) to divide the shares of preferred stock into series; (ii) to determine the designation for any such series by number, letter, or title that shall distinguish such series from any other series of preferred stock; (iii) to determine the number of shares in any such series (including a determination that such series shall consist of a single share); and (iv) to determine with respect to the shares of any series of preferred stock: (a) whether the holders thereof shall be entitled to cumulative, noncumulative, or partially cumulative dividends and, with respect to shares entitled to dividends, the dividend rate or rates, including without limitation the methods and procedures for determining such rate or rates, and any other terms and
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This note was uploaded on 04/30/2011 for the course LEX 150 taught by Professor Grode during the Spring '11 term at Wilson Tech.

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Certificate of Incorporation - Certificate of Incorporation...

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