Articles of Incorporation - Cord Blood America Inc.
CORD BLOOD AMERICA, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
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Pursuant to the applicable provisions of the Florida Statutes, Cord
Blood America, Inc., a Florida corporation, does hereby amend and restate its
Articles of Incorporation.
1. The name of the corporation whose Articles of Incorporation are
being amended and restated by these Articles of Amendment and Restatement is
Cord Blood America, Inc., a Florida corporation.
2. The Amended and Restated Articles of Incorporation of Cord Blood
America, Inc., a Florida corporation, shall read as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
CORD BLOOD AMERICA, INC.
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The undersigned does hereby make, subscribe and file these Amended and
Restated Articles of Incorporation:
ARTICLE I
CORPORATE NAME
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The name of this corporation is: Cord Blood America, Inc.
ARTICLE II
CAPITAL STOCK
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The total number of shares of capital stock which this corporation
shall have the authority to issue is One Hundred Five Million (105,000,000)
shares, consisting of Five Million (5,000,000) shares of Preferred Stock having
a par value of $.0001 per share and One Hundred Million (100,000,000) shares of
Common Stock having a par value of $.0001 per share.
The Board of Directors of this corporation is authorized, subject to
the limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series and, by filing articles of amendment pursuant to the
applicable law of the State of Florida, to establish from time to time the
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number of shares of Preferred Stock to be included in each such series and to
determine and fix the designations, powers, preferences and rights of the shares
of each such series (including without limitation the voting rights, dividend
rights and preferences, liquidation rights and preferences, and conversion
rights, if any, thereof) and the qualifications, limitations and restrictions
thereof.
All shares of Common Stock shall be identical with each other in every
respect, and the holders thereof shall be entitled to one vote for each share of
Common Stock upon all matters upon which the shareholders have the right to
vote.
The holders of record of any outstanding shares of Preferred Stock
shall be entitled to dividends if, when and as declared by the Board of
Directors of the corporation, at such rate per share, if any, and at such time
and in such manner, as shall be determined and fixed by the Board of Directors
of the corporation in the articles of amendment authorizing the series of
Preferred Stock of which such shares are a part. No dividends shall be declared
and paid, or declared and set aside for payment, on the shares of Common Stock
unless and until all dividends, current and accumulated, if any, accrued on the
outstanding shares of Preferred Stock shall be declared and paid or a sufficient
amount shall have been set aside for the payment thereof.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of record of the outstanding
shares of Preferred Stock shall be entitled to receive such amount, if any, for
each share of Preferred Stock, as the Board of Directors of the corporation
shall determine and fix in the articles of amendment authorizing the series of
Preferred Stock of which such shares of Preferred Stock are a part, and no more.
If the assets of the corporation shall not be sufficient to pay to all holders
of Preferred Stock the amounts to which they would be entitled in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, then the holders of record of each series of Preferred Stock which
is entitled to share in the assets of the corporation in any such event shall be
entitled to share in the assets of the corporation to the extent, if any, and in
the manner, determined by the Board of Directors of the corporation in the
articles of amendment authorizing the series of Preferred Stock of which such
shares are a part, and no more, and, in any such case, the holders of record of
shares of Preferred Stock of the same series shall be entitled to share ratably
in accordance with the number of shares of Preferred Stock of the series so held
of record by them to the extent, if any, that the series is entitled to share in
the assets of the corporation in such event. No payment shall be made to the
holders of shares of Common Stock of the corporation in the event of the
voluntary or involuntary liquidation, dissolution or winding up of the
corporation unless the holders of record of shares of Preferred Stock shall have
been paid the full amount to which they shall be entitled in such event or
unless a sufficient amount shall have been set aside for such payment.
Upon the effectiveness of any "combination," as such term is defined in
Section 607.10025(1) of the Florida Business Corporation Act, the authorized
shares of the classes or series affected by the combination shall not be reduced
or otherwise affected by the percentage by which the issued shares of such class
or series were reduced as a result of the combination.
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ARTICLE III
BOARD OF DIRECTORS
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The business and affairs of the corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than one nor
more than fifteen persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors. At the 2004 Annual Meeting of Shareholders,
the directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 2005
Annual Meeting of Shareholders, the term of office of the second class to expire
at the 2006 Annual Meeting of Shareholders and the term of office of the third
class to expire at the 2007 Annual Meeting of Shareholders. At each Annual
Meeting of Shareholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding Annual Meeting of
Shareholders after their election.
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, and the directors so chosen shall hold office for a term expiring at
the Annual Meeting of Shareholders at which the term of the class to which they
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the affirmative vote
of the holders of not less than two-thirds of the voting power of all of the
shares of the corporation entitled to vote for the election of directors.
Any action with respect to the election or removal of directors
required or permitted to be taken by the shareholders of this corporation shall
be effected at a duly called Annual or Special Meeting of the shareholders of
this corporation, and no such action may be effected by a consent in writing of
such shareholders.
ARTICLE IV
INDEMNIFICATION
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This corporation shall indemnify and hold harmless each and every one
of its directors, officers, employees, attorneys and agents to the fullest
extent permitted by the laws of the State of Florida.
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ARTICLE V
AMENDMENT
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The corporation reserves the right to amend, alter, change or repeal
any provision contained these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred on the shareholders of
the corporation hereunder are granted subject to this reservation.
Notwithstanding the immediately preceding sentence of this Article V, the
provisions of Article III, Article IV and this Article V of these Articles of
Incorporation may not be amended, altered, changed or repealed in any respect,
unless such amendment, alteration, change or repeal is approved by the
affirmative vote of the holders of not less than two-thirds of the voting power
of all of the shares of the corporation entitled to vote for the election of
directors.
ARTICLE VI
REGISTERED AGENT AND REGISTERED OFFICE IN FLORIDA
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The registered agent and the street address of the registered office of
the corporation in the State of Florida shall be: Gary D. Lipson, 390 North
Orange Avenue, Suite 1500, Orlando, Florida 32801.
3. The foregoing Amended and Restated Articles of Incorporation of Cord
Blood America, Inc., a Florida corporation, shall supercede the original
Articles of Incorporation of Cord Blood America, Inc. and all amendments
thereto.
4. These Articles of Amendment and Restatement of Cord Blood America,
Inc., a Florida corporation, were required to be approved by the Board of
Directors and the shareholders of the corporation. These Articles of Amendment
and Restatement were duly adopted by the Board of Directors of Cord Blood
America, Inc., a Florida corporation, on April 29, 2004 and by the shareholders
of Cord Blood America, Inc., a Florida corporation, on April 30, 2004.
5. The only voting group entitled to vote on the amendments contained
in these Articles of Amendment and Restatement was the holders of shares of
Common Stock of Cord Blood America, Inc., a Florida corporation. The number of
votes cast in favor of such amendment by the members of such voting group was
sufficient for approval by that voting group.
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IN WITNESS WHEREOF, the corporation, by and through its undersigned
director and officer thereunto duly authorized, has executed these Articles of
Amendment and Restatement on April 30, 2004.
CORD BLOOD AMERICA, INC.
By Matthew L. Schissler
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Matthew L. Schissler,
Chairman of the Board and
Chief Executive Officer
ACCEPTANCE OF REGISTERED AGENT
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The undersigned, named as the registered agent in Article VI of the
foregoing Articles of Amendment and Restatement, hereby accepts the appointment
as such registered agent, and acknowledges that he is familiar with, and accepts
the obligations imposed upon registered agents under, the Florida General
Corporation Act, including specifically Section 607.0505 thereof.
IN WITNESS WHEREOF, the undersigned registered agent has executed this
instrument on April 30, 2004.
Gary D. Lipson
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Gary D. Lipson, Registered Agent
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