EX-3.1 4 ex3-1.htm ex3-1.htm
Exhibit 3.1
 
AMENDED AND RESTATED
 ARTICLES OF INCORPORATION
OF
ASAP EXPO, INC.
 
The Articles of Incorporation of ASAP Expo, Inc. were originally filed with the Secretary of State of the State of Nevada on April 10, 2007.  These Amended and Restated Articles of Incorporation were duly proposed by the Board of Directors and adopted by the sole Shareholder of ASAP Expo, Inc. in accordance with the provisions of Nevada Revised Statues 78.390, 78.403 and 78.385.  The Articles of Incorporation of ASAP Expo, Inc. are hereby amended and restated to read in full as follows:

ARTICLE I

The name of the corporation is “ASAP Expo, Inc.”
 
ARTICLE II
2.1.           Authorized Capital
 
The total number of shares that this corporation is authorized to issue is 50,000,000, consisting of 45,000,000 shares of Common Stock having a par value of $0.001 per share and 5,000,000 shares of Preferred Stock having a par value of $0.001 per share.  The Common Stock is subject to the rights and preferences of the Preferred Stock as set forth below.
 
2.2.           Issuance of Preferred Stock by Class and in Series
 
The Preferred Stock may be issued from time to time in one or more classes and one or more series within such classes in any manner permitted by law and the provisions of these Articles of Incorporation, as determined from time to time by the Board of Directors and stated in the resolution or resolutions providing for its issuance, prior to the issuance of any shares.  The Board of Directors shall have the authority to fix and determine and to amend the designation, preferences, limitations and relative rights of the shares (including, without limitation, such matters as dividends, redemption, liquidation, conversion and voting) of any class or series that is wholly unissued or to be established.  Unless otherwise specifically provided in the resolution establishing any class or series, the Board of Directors shall further have the authority, after the issuance of shares of a class or series whose number it has designated, to amend the resolution establishing such class or series to decrease the number of shares of that class or series, but not below the number of shares of such class or series then outstanding.
 
 
ARTICLE III
 
The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:
 
3.1           Omnibus.
 
To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized (“applicable corporate law”) and any and all acts amendatory thereof and supplemental thereto.
 
3.2.           Carrying On Business Outside State.
 
 To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.
 
3.3.           Purposes To Be Construed As Powers.
 
The purposes specified herein shall be construed both as purposes and powers and shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
 
 
 
 
 

 
 
 
ARTICLE IV
 
Except as may be authorized pursuant to Section 2.2 of Article II, no preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.
 
ARTICLE V
 
The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.
 
ARTICLE VI
 
6.1.           Number of Directors
 
The Board of Directors shall be composed of not less than one nor more than nine Directors.  Except with respect to the initial Director, the specific number of Directors shall be set by resolution of the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office.  The number of Directors of this corporation may be increased or decreased from time to time in the manner provided herein, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
 
6.2.           Removal of Directors
 
The shareholders may remove one or more Directors with or without cause, but only at a special meeting called for the purpose of removing the Director or Directors, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director or Directors.
 
6.3.           Vacancies on Board of Directors
 
If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Board of Directors may fill the vacancy, or, if the Directors in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the Directors in office.  The shareholders may fill a vacancy only if there are no Directors in office.
 
ARTICLE VII
 
This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by the applicable corporate law, and the rights of the shareholders of this corporation are granted subject to this reservation.
 
ARTICLE VIII
 
The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of this corporation, subject to the power of the shareholders to amend or repeal such Bylaws.  The shareholders shall also have the power to amend or repeal the Bylaws of this corporation and to adopt new Bylaws.
 
 
 
 

 
 
 
 ARTICLE IX
 
9.1.           Shareholder Actions
 
Subject to any limitations imposed by applicable securities laws, any action required or permitted to be taken at a shareholders meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
 
9.2.           Number of Votes Necessary to Approve Actions
 
Whenever applicable corporate law permits a corporation’s articles of incorporation to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by shareholders, these Articles of Incorporation hereby specify that the number of shares required to approve such an action shall be such lesser number.
 
9.3.           Special Meetings of Shareholders
 
So long as this corporation is a public company, special meetings of the shareholders of the corporation for any purpose may be called at any time by the Board of Directors or, if the Directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.
 
9.4.           Quorum for Meetings of Shareholders.
 
Except with respect to any greater requirement contained in these Articles of Incorporation or the applicable corporate law, one-third of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the applicable corporate law, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of shareholders.
 
ARTICLE X
 
To the full extent that applicable corporate law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the personal liability of Directors, a Director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a Director.  Any amendments to or repeal of this Article X shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.
 
ARTICLE XI
 
11.1.                      Indemnification.
 
The corporation shall indemnify its directors to the full extent permitted by applicable corporate law now or hereafter in force.  However, such indemnity shall not apply if the director did not (a) act in good faith and in a manner the director reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal action or proceeding, have reasonable cause to believe the director’s conduct was unlawful.  The corporation shall advance expenses for such persons pursuant to the terms set forth in the Bylaws, or in a separate Board resolution or contract.
 
11.2.                      Authorization.
 
The Board of Directors may take such action as is necessary to carry out these indemnification and expense advancement provisions.  It is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, contracts, or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions.  Such Bylaws, resolutions, contracts or further arrangements shall include but not be limited to implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.
 
11.3.                      Effect of Amendment.
 
No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.
 
 
ARTICLE XII
 
These Articles of Incorporation shall become effective upon filing.
 
IN WITNESS WHEREOF, the undersigned, President of the corporation, hereby makes, files and records these Articles of Incorporation and certifies that it is the act and deed of the corporation and that the facts stated herein are true.


/s/ Frank S. Yuan                                                                           5/22/2007
Frank S. Yuan, President                                                              Date