EXHIBIT 3.1
Exhibit
3.1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
DIGNYTE
INC.
Pursuant
to NRS 78.403 under Nevada General Corporation Law (Title 7, Chapter 78 of the Nevada Revised Statutes), DIGNYTE INC., a Nevada
corporation (the "Corporation"), bearing document number 20110803203-20, hereby amends and restates its Articles of
Incorporation as follows:
ARTICLE
I - NAME
The
name of the corporation is eWELLNESS HEALTHCARE CORPORATION (the "Corporation").
ARTICLE
II - PURPOSE
The
Corporation is organized for the purpose of engaging in any business, trade or activity which may be lawfully conducted or permitted
by a corporation organized under Nevada General Corporation Law, Chapter 78 of the Nevada Revised Statutes. The Corporation also
shall have the authority to engage in any and all such activities as are incidental or conducive to the attainment of the purpose
or purposes of this Corporation.
ARTICLE
III - DURATION
The
duration of the Corporation’s existence shall be perpetual.
ARTICLE
IV - CAPITAL STOCK
Section
1. Authorized Capital Stock. The aggregate number of shares which the Corporation shall have the authority to issue is 110,000,000
shares, of which 100,000,000 shares shall be Common Stock, par value $.001 per share (the "Common Stock"), and 10,000,000
shares shall be Preferred Stock, par value $.001 per share (the "Preferred Stock").
Section
2. Preferred Stock. The Board of Directors is authorized at any time, and from time to time, to provide the for the issuance of
shares of Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other
rights of the Preferred Stock or any series thereof. For each series, the Board of directors shall determine, by resolution or
resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other
rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations
among different series:
(a)
The rate and manner of payment of dividends, if any;
(b)
Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c)
The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;
(d)
Sinking fund provisions, if any, for the redemption or purchase of shares;
(e)
The terms and conditions, if any, on which shares may be converted or exchanged;
(f)
Voting rights, if any; and
(g)
Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Nevada.
The
Board of Directors shall have the authority to determine the number of shares that will comprise each series.
Prior
to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series,
the appropriate officers of the Corporation shall file such documents with the State of Nevada as may be required by law.
ARTICLE
V - NO PREEMPTIVE RIGHTS
No
preemptive rights to acquire additional securities issued by the Corporation shall exist with respect to shares of stock or securities
convertible into shares of stock of the Corporation, except to the extent otherwise provided by contract.
ARTICLE
VI - NO CUMULATIVE VOTING
At
each election for directors, every stockholder entitled to vote at such election has the right to vote in person or by proxy the
number of shares held by such stockholder for as many persons as there are directors to be elected. No cumulative voting
for directors, however, shall be permitted.
ARTICLE
VII - BOARD OF DIRECTORS
The
business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not
less than one person. The manner of election and qualifications shall be provided in the Bylaws of the Corporation. The exact
number of directors shall be fixed from time to time by the Board of Directors pursuant to resolution adopted by a majority of
the full Board of Directors.
ARTICLE
VIII - BYLAWS
The
Board of Directors shall have the power to adopt, amend or repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny
the concurrent power of the stockholders to adopt, alter, amend or repeal the Bylaws.
ARTICLE
IX - CONTROL SHARE ACQUISITIONS
The
provisions of NRS 78.378 to 78.3793, inclusive, are not applicable to the Corporation.
ARTICLE
X - LIMITATION OF DIRECTORS’ LIABILITY
A
director shall have no liability to the Corporation or its stockholders for monetary damages for conduct as a director, except
for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the director, or for
conduct violating NRS 78.138(7), or for any transaction from which the director will personally receive a benefit in money, property
or services to which the director is not legally entitled. If Nevada General Corporation Law is hereafter amended to authorize
corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be
eliminated or limited to the full extent permitted by Nevada General Corporation Law as so amended. Any repeal or modification
of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such
repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.
ARTICLE
XI - INDEMNIFICATION
Section
1. Right to Indemnification. Each person (including here and hereinafter, the heirs, executors, administrators or estate of such
person) (1) who is or was a director or officer of the Corporation or who is or was serving at the request of the Corporation
in the position of a director, officer, trustee, partner, agent or employee of another corporation, partnership, joint venture,
trust or other enterprise, or (2) who is or was an agent or employee (other than an officer) of the Corporation and as to whom
the Corporation has agreed to grant such indemnity, shall be indemnified by the Corporation as of right to the fullest extent
permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in
the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, costs and expenses,
including attorneys' fees, asserted against him or incurred by him in his capacity as such director, officer, trustee, partner,
agent or employee, or arising out of his status as such director, officer, trustee, partner, agent or employee. The foregoing
right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Corporation
may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense,
including attorney's fees, whether or not the Corporation would have the legal power to directly indemnify him against such liability.
Section
2. Advances. Costs, charges and expenses (including attorneys' fees) incurred by a person referred to in Section 1 of this Article
XI in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of directors and officers of the
Corporation, shall be paid) by the Corporation from time to time in the course thereof and in advance of the final disposition
thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled
to be indemnified by the Corporation as authorized by this Article XI, and upon satisfaction of other conditions established from
time to time by the Board of Directors or which may be required by current or future legislation (but, with respect to future
legislation, only to the extent that it provides conditions less burdensome than those previously provided).
Section
3. Savings Clause. If this Article XI or any portion of it is invalidated on any ground by a court of competent jurisdiction,
the Corporation shall nevertheless indemnify each director and officer of the Corporation to the fullest extent permitted by all
portions of this Article VI that has not been invalidated and to the fullest extent permitted by law.
Effective
Date. The effective date of these Amended and Restated Articles of Incorporation shall be the close of business on the date
of filing with the Nevada Secretary of State.
Adoption
of Amendment. The foregoing Amend and Restated Articles of Incorporation was approved by the Board of Directors of the Corporation
by unanimous written consent in lieu of meeting on April 25, 2014.
The
Amended and Restated Articles of Incorporation were approved by the written consent of holders of a majority of our outstanding
common stock, our only voting group, on April 25, 2014. The number of votes cast for the amendment was sufficient for approval
by holders of common stock, our only voting group.
IN
WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation as of April 25, 2014.
| |
DIGNYTE INC. |
| |
|
| |
By: |
/s/
Andreas McRobbie-Johnson |
| |
Name: |
Andreas
McRobbie-Johnson |
| |
Title: |
Chief
Executive Officer |
