**Exhibit 3.1**

 

ROSSMILLER Secretary of State204 North Carson Street, Ste 1Carson City, Nevada 89701-4299(775) 684 5708Website: secretaryofstate.biz

 
| ** **                                 | ** ** | Filed in the office of                 | Document Number         |
|--------------------------------------------|------------|----------------------------------------|-------------------------|
| **Certificate to Accompany**               |       |                                   | **20080325686-40**      |
| **Restated Articles**                      |       | Ross Miller                            | Filing Date and Time    |
| **(PURSUANT  TO NRS)**                     | ** ** | Secretary of State                     | **05/12/2008 11:48 AM** |
|                                       |       | State of Nevada                        | Entity Number           |
|                                       |       |                                   | **C33579-2004**         |
| ** **                                 | ** ** | ** **                             |
| **USE  BLACK INK ONLY - DO NOT HIGHLIGHT** | ** ** | **ABOVE SPACE IS FOR OFFICE USE ONLY** |

 

**This Form is to Accompany Restated Articlesof Incorporation****(Pursuantto NRS 78.403, 82.371, 86.221, 88.355 or 88A.250)(This form is also to be used to accompany Restated Articles forLimited-Liability Companies, Certificates ofLimited Partnership, Limited-Liability Limited Partnerships and BusinessTrusts)**

 

1. Name of Nevada entity aslast recorded in this office:

Force Protection, Inc.

 

2. The articles are being x Restated or o Amended andRestated (check only one). Please entitle your attached articles “Restated” or “Amendedand Restated,” accordingly.

 

3. Indicate what changes have been made by checkingthe appropriate box.*

 

x      No amendments; articles are restated onlyand are signed by an officer of the corporation who has been authorized toexecute the certificate by resolution of the board of directors adopted on 2/20/2008The certificate correctly sets forth the text of the articles or certificate asamended to the date of the certificate.

 

o      The entity name has been amended.

 

o      The resident agent has been changed.(attach Certificate of Acceptance from new resident agent)

 

o      The purpose of the entity has beenamended.

 

o      The authorized shares have been amended.

 

o      The directors, managers or generalpartners have been amended.

 

o      IRS tax language has been added.

 

o      Articles have been added.

 

o      Articles have been deleted.

 

o      Other. The articles or certificate havebeen amended as follows (provide article numbers, if available):

 

 

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*Thisform is to accompany Restated Articles which contain newly altered or amendedarticles. The Restated Articles must contain all of the requirements as setforth in the statutes for amending or altering the articles or certificates

 

**IMPORTANT**: Failure to include any of the aboveinformation and submit the proper fees may cause this filing to be rejected.

 
| *This form must be accompanied  by appropriate fees* |   | Nevada**Secretary  of State And Restated 2007 |
|------------------------------------------------------|--------|-----------------------------------------------|
|                                                 |   | Revised on: 01/01/07                          |

 

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**RESTATEDARTICLES OF INCORPORATION**

 

**FORCE PROTECTION, INC.(The “Corporation”)**

 

The undersigned officer does hereby file these RestatedArticles of Incorporation of a Private (Domestic) Corporation pursuant to TitleSeven of the Nevada Revised Statutes as follows:

 

**FIRST:** The name of the corporation is **FORCEPROTECTION, INC.**

 

**SECOND:** The name of the registered agent and registered officeis: Corporation Service Company, 502 East John Street, Carson City, Nevada,89706.

 

**THIRD:** The Corporation shall have and may exercise all ofthe rights, powers and privileges now or hereafter conferred upon corporationsorganized under the laws of Nevada. In addition, the corporation may doeverything necessary, suitable or proper for the accomplishment of any of itscorporate purposes. The corporation may conduct part or all of its business inany 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.

 

**FOURTH:**The aggregate number of shares that the corporationshall have authority to issue is three hundred and ten million (310,000,000)shares of which a portion shall be common stock and a portion shall bepreferred stock, all as described below.

 

A.    Common Stock. The aggregate number of common shares which theCorporation shall have the authority to issue is three hundred million(300,000,000) shares, each with a stated Par Value of $0.001 per share, whichshares shall be designated “Common Stock.” Subject to all the rights of thePreferred Stock as expressly provided herein, by law or by the Board ofDirectors pursuant to this Article, the Common Stock of the corporation shallpossess all such rights and privileges as are afforded to capital stock byapplicable law in the absence of any express grant of rights or privileges inthese Articles of Incorporation, including, but not limited to, the followingrights and privileges:

 

(a) dividendsmay be declared and paid or set apart for payment on the Common Stock out ofany assets or funds of the corporation legally available for the payment ofdividends;

 

(b) theholders of Common Stock shall have unlimited voting rights, including the rightto vote for the election of directors and on all other matters requiringstockholder action. Cumulative voting shall not be permitted in the election ofdirectors or otherwise.

 

(c) onthe voluntary or involuntary liquidation, dissolution or winding up of thecorporation, and after paying or adequately providing for the payment of all ofits obligations and amounts payable in liquidation, dissolution or winding up,and subject to the rights of the holders of Preferred Stock, if any, the netassets of the corporation shall be distributed pro rata to the holders of theCommon Stock.

 

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B.    Preferred Stock. The aggregate number of preferred shares whichthe Corporation shall have the authority to issue is ten million (10,000,000) shares,each with a stated Par Value of $0.001 per share, which shares shall bedesignated “Preferred Stock.” Shares of Preferred Stock may be issued from timeto time in one or more series as determined by the Board of Directors. TheBoard of Directors is hereby authorized, by resolution or resolutions, toprovide from time to time, out of the un-issued shares of Preferred Stock notthen allocated to any series of Preferred Stock, for a series of the PreferredStock. Each such series shall have distinctive serial designations. Before anyshares of any such series of Preferred Stock are issued, the Board of Directorsshall fix and determine, and is hereby expressly empowered to fix anddetermine, by resolution or resolutions, the voting powers, full or limited, orno voting powers, and the designations, preferences and relative,participating, optional or other special rights, and the qualifications,limitations and restrictions thereof as provided by Nevada law. Before issuingany shares of a class or series, the corporation shall deliver to the secretaryof state for filing articles of amendment to these articles of incorporationthat set forth information required by Nevada law, including but not limitedto, the designations, preferences, limitations, and relative rights of theclass or series of shares.

 

C.    Voting. Unless otherwise ordered by a court of competentjurisdiction, at all meetings of shareholders one-third of the shares of avoting group entitled to vote at such meeting, represented in person or byproxy, shall constitute a quorum of that voting group.

 

**FIFTH:** The number of directors of the corporation shall befixed from time to time by the Board of Directors, within a range of no lessthan one or no more than five. A Director shall be a natural person who iseighteen years of age or older. A director need not be a resident of Nevada ora shareholder of the corporation.

 

**SIXTH:** The Corporation shall establish and maintain one ormore offices as may be appropriate from time to time and as required under thelaws of the state of Nevada.

 

**SEVENTH:** The following provisions are inserted for themanagement of the business and for the conduct of the affairs of thecorporation, and the same are in furtherance of and not in limitation orexclusion of the powers conferred by law.

 

(a) ConflictingInterest Transactions. As used in this paragraph, “conflicting interesttransaction” means any of the following: (i) a loan or other assistance bythe corporation to a director of the corporation or to an entity in which adirector of the corporation is a director or officer or has a financialinterest; (ii) a guaranty by the corporation of an obligation of adirector of the corporation or of an obligation of an entity in which adirector of the corporation is a director or officer or has a financialinterest; or (iii) a contract or transaction between the corporation and adirector of the corporation or between the corporation and an entity in which adirector of the corporation is a director or officer or has a financialinterest. No conflicting interest transaction shall be void or voidable, beenjoined, be set aside, or give rise to an award of damages or other sanctionsin a proceeding by a shareholder or by or in the right of the corporation,solely because the conflicting interest transaction involves a director of thecorporation or an entity in which a director of the corporation is a directoror officer or has a financial interest, or solely because the director ispresent at or participates in the meeting of the corporation’s board ofdirectors or of the committee of the board of directors which authorized, 

 

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approves or ratifies a conflicting interesttransaction, or solely because the director’s vote is counted for such purposeif: (A) the material facts as to the director’s relationship or interestand as to the conflicting interest transaction are disclosed or are known tothe board of directors or the committee, and the board of directors orcommittee in good faith authorizes, approves or ratifies the conflictinginterest transaction by the affirmative vote of a majority of the disinteresteddirectors, even though the disinterested directors are less than a quorum; or (B) thematerial facts as to the director’s relationship or interest and as to theconflicting interest transaction are disclosed or are known to the shareholdersentitled to vote thereon, and the conflicting interest transaction isspecifically authorized, approved or ratified in good faith by a vote of theshareholders; or (C) a conflicting interest transaction is fair as to thecorporation as of the time it is authorized, approved or ratified by the boardof directors, a committee thereof, or the shareholders. Common or interesteddirectors may be counted in determining the presence of a quorum at a meetingof the board of directors or of a committee which authorizes, approves orratifies the conflicting interest transaction.

 

(b) Loans andGuaranties for the Benefit of Directors. Neither the board of directors nor anycommittee thereof shall authorize a loan by the corporation to a director ofthe corporation or to an entity in which a director of the corporation is adirector or officer or has a financial interest, or a guaranty by thecorporation of an obligation of a director of the corporation or of anobligation of an entity in which a director of the corporation is a director orofficer or has a financial interest, until at least ten days after writtennotice of the proposed authorization of the loan or guaranty has been given tothe shareholders who would be entitled to vote thereon if the issue of the loanor guaranty were submitted to a vote of the shareholders. The requirements ofthis paragraph (b) are in addition to, and not in substitution for, theprovisions of paragraph (a) of Article SEVENTH.

 

(c) Indemnification.The corporation shall indemnify, to the maximum extent permitted by law, anyperson who is or was a director, officer, agent, fiduciary or employee of thecorporation against any claim, liability or expenses arising against orincurred by such person made party to a proceeding because he is or was adirector, officer, agent, fiduciary or employee of the corporation or becausehe was a director, officer, agent, fiduciary or employee of the corporation orbecause he is or was serving another entity as a director, officer, partner,trustee, employee, fiduciary or agent at the corporation’s request. Thecorporation shall further have the authority to the maximum extent permitted bylaw to purchase and maintain insurance providing such indemnification.

 

(d) Limitation onDirector’s Liability. No director of this corporation shall have any personalliability for monetary damages to the corporation or its shareholders forbreach of his fiduciary duty as a director, except that this provision shallnot eliminate or limit the personal liability of a director to the corporationor its shareholders for monetary damages for: (i) any breach of thedirector’s duty of loyalty to the corporation or its shareholders; or (ii) actsor omissions not in good faith or which involve intentional misconduct or aknowing violation of law; Nothing contained herein will be construed to depriveany director of his right to all defenses ordinarily available to a directornor will anything herein be construed to deprive any director of any right hemay have for contribution from any other director or other person.

 

The undersigned, being the duly appointed CorporateSecretary of the Corporation, does hereby 

 

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make and file these Restated Articles of Incorporation,hereby declaring and certifying them to be true and accurate as of this 20th day of February, 2008.

 

 
| By:    | /s/ Lenna Ruth Macdonald                   |   |
|--------|--------------------------------------------|--------|
|   | Lenna Ruth Macdonald,  Corporate Secretary |   |

 

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