Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEGAWEST ENERGY MONTANA INC.
ARTICLE ONE
The
name of this Corporation is Wrap Technologies, Inc.
ARTICLE TWO
The
address of the Corporation’s registered office in the State
of Delaware is to be located at 160 Greentree Drive, Ste 101,
Dover, DE 19904. The registered agent in charge thereof is National
Registered Agents, Inc.
ARTICLE THREE
The
purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE FOUR
The
Corporation is authorized to issue two classes of stock to be
designated, respectively, “Common Stock” and
“Preferred Stock”.
The
total number of shares this Corporation shall have authority to
issue is 155,000,000. 150,000,000 shares shall be designated Common
Stock and shall have a par value of $0.0001 per share. 5,000,000
shares shall be designated Preferred Stock and shall have a par
value of $0.0001 per share.
The
Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, subject to
limitations prescribed by law, to fix by resolution or resolutions
the designations, powers, preferences, and rights and the
qualifications, limitations, or restrictions thereof, of each such
series of Preferred Stock, including without limitation, authority
to fix by resolution or resolutions the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), redemption price or
prices, and liquidation preferences of any wholly unissued series
of Preferred Stock, and the number of shares constituting such
series and the designation thereof, or any of the foregoing. The
Board of Directors is further authorized to increase (but not above
the total number of authorized shares of the class) or decrease
(but not below the number of shares of any such series then
outstanding) the number of shares of any series, the number of
which was fixed by it, subsequent to the issue of shares of such
series then outstanding, subject to the powers, preferences, and
rights and the qualifications, limitations, and restrictions
thereof stated in the resolution of the Board of Directors
originally fixing the number of shares of such series. If the
number of shares of any series is so decreased, then the shares
constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the
number of shares of such series.
ARTICLE FIVE
The
Corporation is to have perpetual existence.
ARTICLE SIX
The
number of Directors which constitutes the whole Board of Directors
of the Corporation and the manner of their election shall be
designated in the Bylaws of the Corporation.
ARTICLE SEVEN
(a) The business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this
Amended and Restated Certificate of Incorporation or the Bylaws of
the Corporation, the directors are hereby empowered to exercise all
such powers and do all such acts and things as may be exercised or
done by the Corporation.
(b) In furtherance and
not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to adopt, amend, alter or repeal
the Bylaws of the Corporation. The affirmative vote of at least a
majority of the Board of Directors then in office shall be required
in order for the Board of Directors to adopt, amend, alter or
repeal the Corporation’s Bylaws. The Corporation’s
Bylaws may also be adopted, amended, altered or repealed by the
stockholders of the Corporation in accordance with the Bylaws. No
Bylaw hereafter legally amended, altered or repealed shall
invalidate any prior act of the directors or officers of the
Corporation that would have been valid if such Bylaw had not been
amended, altered or repealed.
(c) Elections of
directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.
(d) Subject to the
rights of any holders of any series of Preferred Stock to act by
written consent as specified in any duly authorized certificate of
designation of any series of Preferred Stock, any action required
or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any
action by written consent by such stockholders.
(e) Subject to the
rights of holders of any series of Preferred Stock then outstanding
to elect additional directors under specified circumstances, the
number of directors that constitute the whole Board of Directors
shall be fixed exclusively in the manner designated in the Bylaws
of the Corporation.
ARTICLE EIGHT
(a) To
the fullest extent permitted by the Delaware General Corporation
Law as the same exists or as may hereafter be amended, a Director
of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director; provided, however, that this
provision shall not eliminate or limit the liability of a Director:
(i) for any breach of the Director’s duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involve material misconduct or a knowing
violation of law; (iii) under the Delaware General Corporation Law;
or (iv) for any transaction from which the Director derived an
improper personal benefit
(b) The
Corporation may indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that he or his testator or
testate is or was a director, officer, employee, or agent of the
Corporation or any predecessor of the Corporation or serves or
served at any other enterprise as a director, officer, employee, or
agent at the request of the Corporation or any predecessor to the
Corporation.
(c) Neither
any amendment nor repeal of this Article Eight, nor the adoption of
any provision of this Corporation’s Certificate of
Incorporation inconsistent with this Article Eight, shall eliminate
or reduce the effect of this Article Eight in respect of any matter
occurring, or any action or proceeding accruing or arising or that,
but for this Article Eight, would accrue or arise, prior to such
amendment, repeal, or adoption of an inconsistent
provision.
ARTICLE NINE
(a)
Any director may be
removed from the Board of Directors by the stockholders of the
Corporation only for cause, and in such case only by the
affirmative vote of the holders of at least a majority of the
voting power of the issued and outstanding shares of capital stock
of the Corporation then entitled to vote in the election of
directors. Vacancies occurring on the Board of Directors for any
reason and newly created directorships resulting from an increase
in the authorized number of directors may be filled solely by a
vote of a majority of the remaining members of the Board of
Directors, although less than a quorum, or by a sole remaining
director, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy or newly
created directorship shall hold office until the next election of
the Board of Directors and until his or her successor shall be duly
elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.
(b)
At each meeting of
stockholders of the Corporation at which directors are to be
elected, directors shall be elected by a plurality of the votes of
the issued and outstanding shares of captital stock of the
Corporation present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
Cummulative voting for the election of
directors shall not be permitted.
ARTICLE TEN
Advance
notice of new business and stockholder nominations for the election
of Directors shall be given in the manner and to the extent
provided in this Bylaws of the Corporation.
ARTICLE ELEVEN
The
Corporation reserves the right to amend or repeal any provision
contained in this Amended and Restated Certificate of Incorporation
in the manner prescribed by the laws of Delaware and all rights
conferred upon stockholders are granted subject to this
reservation.
IN
WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by the
undersigned, a duly authorized officer of the Corporation, on March
31, 2017
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By:
/s/ James A.
Barnes
Name:
James A. Barnes
Title:
President & Chief Executive Officer
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