AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
EMY’S
SALSA AJI DISTRIBUTION COMPANY, INC.
Emy’s Salsa Aji Distribution Company,
Inc., a Nevada corporation (hereinafter referred to as the “
Corporation
”),
pursuant to the provisions of the Nevada Revised Statutes, hereby certifies to
the Secretary of State of Nevada that:
FIRST: The
Corporation desires to amend and restate its Articles of Incorporation as
currently in effect as hereinafter provided.
SECOND: The provisions set
forth in these Amended and Restated Articles of Incorporation supersede the
original Articles of Incorporation and all amendments thereto. These
Amended and Restated Articles of Incorporation correctly set forth the
provisions of the Articles of Incorporation, as amended, of the
Corporation.
THIRD: The
Amended and Restated Articles of Incorporation were duly adopted by the Board of
Directors of the Corporation, and recommended to the stockholders for their
adoption, in accordance with Nevada Revised Statutes 78.403.
FOURTH: By written consent of
the stockholders pursuant to Nevada Revised Statutes 78.320, the Amended and
Restated Articles of Incorporation were duly adopted by the stockholders of the
Corporation pursuant to Nevada Revised Statutes 78.403 by a vote in favor of the
Amended and Restated Articles of Incorporation by stockholders holding
31,363,632 shares out of 53,620,000 shares outstanding and entitled to vote
thereon.
FIFTH: The
Corporation’s Articles of Incorporation as currently in effect are hereby
amended and restated by striking in their entirety said Articles of
Incorporation as currently in effect, and by substituting in lieu
thereof the following:
ARTICLE
I
Name
The name of the corporation is INVO
Bioscience, Inc. (the “
Corporation
”).
ARTICLE
II
Duration
The period of existence of the
Corporation shall be perpetual.
ARTICLE
III
Purpose
The
purpose for which the Corporation is organized is to engage in any lawful act,
activity or business for which corporations may be incorporated pursuant to
Nevada law.
ARTICLE
IV
Shares
(a) The
number of shares the Corporation is authorized to issue is two hundred million
(200,000,000) shares of common stock, par value $0.0001 per share (the “
Common Stock
”), and
one hundred million (100,000,000) shares of preferred stock, par value $0.0001
per share (the “
Preferred
Stock
”).
(b) The
capital stock of the Corporation, after the greater of the amount of the
subscription price or the par value has been paid in, shall not be subject to
assessment to pay the debts of the Corporation.
(c) The
shares of Preferred Stock authorized by these Amended and Restated Articles of
Incorporation may be issued from time to time in one or more series as
authorized by the Board of Directors. For any wholly unissued series
of Preferred Stock, the Board of Directors is hereby authorized to prescribe, by
resolution, the classes, series and the number of each class or series of stock
and the voting powers, designations, preferences, limitations, restrictions and
relative rights of each class or series of stock.
(d) For
any series of Preferred Stock having issued and outstanding shares, the Board of
Directors is further authorized to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of such
series when the number of shares of such series was originally fixed by the
Board of Directors, but such increase or decrease shall be subject to the
limitations and restrictions stated in the resolution of the Board of Directors
originally fixing the number of shares of such series, if any. If the
number of shares of any series is so decreased, then the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
(e) The
terms and conditions of any rights, options and warrants approved by the Board
of Directors may provide that any or all of such terms and conditions may be
waived or amended only with the consent of the holders of a designated
percentage of a designated class or classes of capital stock of the Corporation
(or a designated group or groups of holders within such class or classes,
including but not limited to disinterested holders), and the applicable terms
and conditions of any such rights, options or warrants so conditioned may not be
waived or amended absent such consent.
(f) Cumulative
voting shall not be allowed in elections of directors or for any other
purpose.
(g) The
holders of the capital stock of the Corporation shall not have any preemptive
rights.
ARTICLE
V
Registered
Office and Agent
The resident agent of the Corporation
is Cane Clark LLP, and the resident agent’s street address, which shall be
the registered office of the Corporation in the State of Nevada, is located at
3273 East Warm Springs, Nevada 89120.
ARTICLE
VI
Directors
The
business of the Corporation shall be managed under the direction of a Board of
Directors. The Board of Directors shall have a variable number of
directors, with the number of directors from time to time being the number
specified in or fixed in accordance with, and changed in accordance with, the
bylaws of the Corporation, as the bylaws of the Corporation may be amended from
time to time;
provided
,
however
, that until
changed in accordance with the bylaws, the number of directors constituting the
Board of Directors shall be two (2) directors, namely Kathleen Karloff and
Claude Ranoux.
ARTICLE
VII
Elimination
of Liability of Directors and Officers
The
liability of directors and officers of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Nevada law. If Nevada
law is amended to further eliminate or limit, or to authorize corporate action
to further eliminate or limit, the liability of directors or officers, the
liability of directors and officers of the Corporation shall be eliminated or
limited to the fullest extent permitted by Nevada law as so amended from time to
time. Any repeal, amendment or modification of this Article shall be
prospective only, and shall not adversely affect any elimination of or
limitation on the liability of a director or officer of the Corporation existing
as of the time of such repeal, amendment or modification.
ARTICLE
VIII
Indemnification
The
Corporation shall indemnify a director and/or officer of the Corporation to the
fullest extent permitted by Nevada law and the corporation’s bylaws, each as
currently in effect or hereafter amended. Any repeal, amendment or modification
of this Article shall be prospective only, and shall not limit the rights of any
such director or officer, or the obligations of the Corporation, with respect
(a) to any claim arising from or related to the services of such director or
officer prior to any such repeal, amendment or modification of this Article,
and/or (b) to the occurrence or alleged occurrence of any other action or
omission to act that is the cause of any civil or criminal action, suit or
proceeding against any director or officer.
ARTICLE
IX
Bylaws
The Board
of Directors shall have the exclusive authority and power to adopt, alter,
amend, modify, restate and repeal the bylaws, in whole or in
part. The stockholders shall not have the authority or power to
adopt, alter, amend, modify, restate or repeal the bylaws, in whole or in
part.
ARTICLE
X
Amendments
The
Corporation reserves the right from time to time to amend, alter, change or
repeal any provision contained in, to add any provision to, and/or to restate,
these Amended and Restated Articles of Incorporation in the manner now or
hereafter prescribed or permitted by Nevada law, and all rights, powers,
preferences and privileges of whatsoever nature conferred upon stockholders,
directors and/or any other persons whomsoever by and pursuant to these Amended
and Restated Articles of Incorporation in their present form and/or as hereafter
amended are granted subject to this reservation.
IN WITNESS WHEREOF
, the Corporation has caused
these Amended and Restated Articles of Incorporation to be signed by its duly
authorized officer this 22nd day of December, 2008.
EMY’S
SALSA AJI DISTRIBUTION COMPANY, INC.
By:
/s/ Katie
Karloff
Name:
Katie Karloff
Title:
Chief Executive Officer