Blueprint
AMENDED
AND RESTATED
ARTICLES OF INCORPORATION
OF
CHARLIE’S HOLDINGS, INC.
ARTICLE I
NAME
The name of
the corporation is Charlie’s Holdings, Inc. (the
“Corporation”).
ARTICLE II
PURPOSES AND POWERS
The Corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations
organized under the laws of Nevada. In addition, the Corporation
may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes. The Corporation
may conduct part or all of its business in any part of Nevada, the
United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such
places.
ARTICLE III
CAPITAL STOCK
1. Authorized Shares of
Common Stock. The aggregate number of shares of stock which
the Corporation shall have authority to issue is 50,000,000,000
shares of $.001 par value Common Stock. The shares of this class of
Common Stock shall have unlimited voting rights and shall
constitute the sole voting group of the Corporation, except to the
extent any additional voting group or groups may hereafter be
established in accordance with the Nevada Revised Statutes. The
shares of this class shall also be entitled to receive the net
assets of the Corporation upon dissolution.
2. Voting Rights; Denial
of Preemptive Rights. Each shareholder of record shall have
one vote for each share of stock standing in his name on the books
of the Corporation and entitled to vote, except that in the
election of directors each shareholder shall have as many votes for
each share held by him as there are directors to be elected and for
whose election the shareholder has a right to vote. Cumulative
voting shall not be permitted in the election of directors or
otherwise. Preemptive rights to purchase additional shares of stock
are denied.
3. Authorized Shares of
Preferred Stock. The Corporation shall have the authority to
issue 5,000,000 shares of $.001 par value Preferred Stock, which
may be issued in one or more series at the discretion of the board
of directors. In establishing a series, the board of directors
shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike
in every particular except as otherwise provided by these Articles
of Incorporation or the Nevada Revised Statutes.
ARTICLE IV
BOARD OF DIRECTORS
The
number of directors of the Corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by
resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be less than
one.
ARTICLE V
REGISTERED OFFICE AND RESIDENT AGENT
The
street address of the registered office of the Corporation is 1100
East William Street, Suite 207, Carson City, Nevada 89701. The name
of the registered agent of the Corporation at such address is the
National Registered Agents, Inc. of Nevada.
ARTICLE VI
PRINCIPAL OFFICE
The
address of the principal office of the Corporation is 1007 Brioso
Drive, Costa Mesa, California 92627.
ARTICLE VII
MANAGEMENT OF THE BUSINESS
The
following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and
the same are in furtherance of and not in limitation or exclusion
of the powers conferred by law.
1.
Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i)
a loan or other assistance by the Corporation to a director of the
Corporation or to an entity in which a director of the Corporation
is a director or officer or has a financial interest; (ii) a
guaranty by the Corporation of an obligation of a director of the
Corporation or of an obligation of an entity in which a director of
the Corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the
Corporation and a director of the Corporation or between the
Corporation and an entity in which a director of the Corporation is
a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set
aside, or give rise to an award of damages or other sanctions in a
proceeding by a shareholder or by or in the right of the
Corporation, solely because the conflicting interest transaction
involves a director of the Corporation or an entity in which a
director of the Corporation is a director or officer or has a
financial interest, or solely because the director is present at or
participates in the meeting of the Corporation's board of directors
or of the committee of the board of directors which authorizes,
approves or ratifies a conflicting interest transaction, or solely
because the director's vote is counted for such purpose if: (A) the
material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known
to the board of directors or the committee, and the board of
directors or committee in good faith authorizes, approves or
ratifies the conflicting interest transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or (B) the material
facts as to the director's relationship or interest and as to the
conflicting interest transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the conflicting interest
transaction is specifically authorized, approved or ratified in
good faith by a vote of the shareholders; or (C) a conflicting
interest transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified by the board of directors, a
committee thereof, or the shareholders. Common or interested
directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest
transaction.
2.
Indemnification. The Corporation shall indemnify, to the maximum
extent permitted by law, any person who is or was a director,
officer, agent, fiduciary or employee of the Corporation against
any claim, liability or expense arising against or incurred by such
person made party to a proceeding because he is or was a director,
officer, agent, fiduciary or employee of the Corporation or because
he is or was serving another entity or employee benefit plan as a
director, officer, partner, trustee, employee, fiduciary or agent
at the Corporation's request. The Corporation shall further have
the authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.
3.
Limitation on Director's or Officer's Liability. No director or
officer of the Corporation shall be personally liable to the
Corporation or any of its shareholders for damages for breach of
fiduciary duty as a director or officer involving any act or
omission of any such director or officer provided, however, that
the foregoing provision shall not eliminate or limit the liability
of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. Any repeal or modification of this Article by the
shareholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability
of a director or officer of the Corporation for acts or omissions
prior to such repeal or modification.
ARTICLE VIII
ADOPTION OF ARTICLES
The
foregoing Amended and Restated Articles of Incorporation were duly
approved by all of the directors of the Corporation at a meeting of
the Board of Directors on May 8, 2019, and by a majority vote at a
meeting the Shareholders of all issued and outstanding voting
securities the Corporation on May 8, 2019, in conformity with the
requirements of the Nevada Revised Statutes and the Bylaws of the
Corporation. At the time of the adoption of the foregoing Amended
and Restated Articles of Incorporation, the Corporation had three
class of stock outstanding, designated as Common Stock, Series A
Convertible Preferred Stock and Series B Convertible Preferred
Stock (collectively, the “Voting Securities”), all of which
were entitled to vote thereon. The number of Voting Securities that
voted to approve the foregoing Amended and Restated Articles of
Incorporation was 15,551,709,550, or 74% of the issued and
outstanding shares, which is sufficient for the approval of the
foregoing Amended and Restated Articles of
Incorporation.
IN
WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation are executed as of the 26 day of June,
2019.
|
CHARLIE’S HOLDINGS, INC.
|
|
|
|
By:
________________________________
|
|
Name:
David Allen
|
|
Title:
Secretary
|