EX-3.1 2 everharvest_ex0301.htm SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

Exhibit 3.1

 

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SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF TOTALLY GREEN, INC.

 

I, Xiaofeng CHEN, Chief Executive Officer of Totally Green, Inc., a Nevada corporation, do hereby certify that the Articles of Incorporation of this corporation are amended and restated to read in full as follows:

 

ARTICLE I

NAME

 

The name of the corporation is: EVER HARVEST INTERNATIONAL GROUP INC.

 

ARTICLE II

REGISTERED AGENT

 

The principal office in the State of Nevada is 3773 Howard Hughes Parkway, Suite 500S, Las Vegas, Nevada 89169-6014. The name of its regstiered agent at that address is 1nCorp, Inc.

 

ARTICLE III

PURPOSE

 

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Chapter 78 of the Nevada Revised Statutes (together with any successor statutes. In addition to the powers and privileges conferred upon the corporation by law and those incidental thereto, the corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

 

ARTICLE IV

AUTHORIZED STOCK

 

4.1.          Authorized Capital Stock. The aggregate number of shares which this Corporation shall have authority to issue is Seven Hundred Fifty Million (750,000,000) shares, consisting of (a) Seven Hundred Forty Million (740,000,000) shares of common stock, par value $0.001 per share (the "Common Stock") and (b) Ten Million (I 0,000,000) shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), issuable in one or more series as hereinafter provided.

 

4.2            Common Stock. Each outstanding share of Common Stock of the Corporation shall be entitled to one vote and each fractional share of Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of the shareholders. Cumulative voting shall not be allowed in the election of directors of the Corporation. A majority of all shares of stock, both Common Stock and Preferred Stock, entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Except as otherwise provided by these Articles of Incorporation or the NRS, if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.

 

4.3            Preferred Stock. Shares of Preferred Stock may be issued in any number of series from time to time by the Board of Directors, and the Board of Directors, pursuant to the Corporation's Articles of Incorporation and Bylaws, is expressly authorized to fix by resolution or resolutions the designations and the voting powers, preferences, rights and qualifications, limitations or restrictions thereof, of the shares of each series of Preferred Stock.

 

4.4.          No Preemptive Rights. No stockholder of the corporation shall have a right to purchase shares of capital stock of the corporation sold or issued by the corporation except to the extent that such a right may from time to time be set forth in a written agreement between the corporation and a stockholder.

 

 

 

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ARTICLE V

INTERESTED STOCKHOLDER STATUTES

 

The corporation hereby expressly elects not to be governed by: (i) NRS Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes relating to combinations with interested stockholders and any and all successor statutes; and (ii) NRS Sections 78.378 to 78.3792, inclusive, of the Nevada Revised Statutes, restricting the ability of control shareholders to vote their shares under certain circumstances and any and all successor statutes.

 

ARTICLE VI

AMENDMENT OF BYLAWS

 

The Board shall have the power to adopt, amend or repeal the bylaws of the corporation, except as otherwise may be specifically provided in the bylaws.

  

ARTICLE VII

DIRECTOR AND OFFICER LIABILITY

 

7.1.           Elimination of Liability. To the maximum extent permitted under the Nevada Revised Statutes, a director or officer of the corporation shall not be personally liable to the Corporation or its stockholders for damages arising as a result of any act or failure to act in his capacity as a director or officer of the corporation.

 

7.2.           Mandatory Indemnification. The corporation shall, to the maximum extent and in the manner permitted by Nevada law, indemnify each of its directors and officers against expenses (including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this paragraph, a director or officer of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

 

7.3.           Indemnification: Mandatory Payment of Expenses. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon and subject to the receipt by the corporation of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation.

 

7 4.           Effect of Amendment or Repeal. Any amendment to or repeal of any of the provisions in this Article VII shall only be prospective and shall not adversely affect any right or protection of a director or officer of the corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.

 

The foregoing Amended and Restated Articles of Incorporation have been duly approved by the Board of Directors.

 

The foregoing Amended and Restated Articles of Incorporation have been duly approved by the required vote of stockholders in accordance with Sections 78.385, 78.390 and 78.403 of the Nevada Revised Statutes. As of the date of such approval, the total number of outstanding shares of Common Stock of the Corporation was 170,859,583, of which 1,500,000,000 shares were voted in favor of the Amended and Restated Articles of Incorporation. The number of shares voted in favor of the amendment and restatement exceeded fifty percent (50%) of the outstanding shares of Common Stock, which was the vote required under applicable law and the Articles of Incorporation in effect at the time of this amendment.

 

The foregoing Amended and Restated Articles of Incorporation shall become effective upon filing.

 

  EXECUTED this 1st day of October, 2021
   
  /s/ Xiaofeng CHEN
  Name: Xiaofeng CHEN
  Title: Chief Executive Officer

 

 

 

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