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Articles of Incorporation [Restated]

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Title:

Articles of Incorporation [Restated]

Entities:

EDEN Bioscience Corp.

Date:

2000

Size:

Preview shows 3KB of 11KB total

Price:

$37

ID:

#228933

► Corporate ► Bus. Formation ► Incorporation ► Washington Articles of Incorporation
► Commodities ► Chemical Manufacturing

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                           EDEN BIOSCIENCE CORPORATION



                                    RESTATED

                            ARTICLES OF INCORPORATION







                                 ARTICLE 1. NAME



          The name of this corporation is Eden Bioscience Corporation.



                            ARTICLE 2. CAPITAL STOCK



2.1     AUTHORIZED CAPITAL



        The total number of shares that this corporation is authorized to issue

is 110,000,000, consisting of 100,000,000 shares of Common Stock, par value

$.0025 per share, and 10,000,000 shares of Preferred Stock, par value $.01 per

share. The Common Stock is subject to the rights and performances of Preferred

Stock as set forth below.



2.2     ISSUANCE OF PREFERRED STOCK IN SERIES



        The Preferred Stock may be issued from time to time in one or more

series in any manner permitted by law and the provisions of these Restated

Articles of Incorporation, as determined from time to time by the Board of

Directors and stated in the resolution or resolutions providing for its

issuance, prior to the issuance of any shares. The Board of Directors shall have

the authority to fix and determine and to amend, subject to these provisions,

the designation, preferences, limitations and relative rights of the shares of

any series that is wholly unissued or to be established. Unless otherwise

specifically provided in the resolution establishing any series, the Board of

Directors shall further have the authority, after the issuance of shares of a

series whose number it has designated, to amend the resolution establishing such

series to decrease the number of shares of that series, but not below the number

of shares of such series then outstanding.



                     ARTICLE 3. REGISTERED OFFICE AND AGENT



        The address of the registered office of the corporation is 1201 Third

Avenue, 40th Floor, Seattle, Washington 98101-3099, and the name of the

registered agent at such address is Lawco of Washington, Inc.







{PAGE}   2







                          ARTICLE 4. PREEMPTIVE RIGHTS



        No preemptive rights shall exist with respect to shares of stock or

securities convertible into shares of stock of this corporation.



                          ARTICLE 5. CUMULATIVE VOTING



        The right to cumulate votes in the election of Directors shall not exist

with respect to shares of stock of this corporation.



                              ARTICLE 6. DIRECTORS



        The number of Directors of this corporation shall be determined in the

manner provided by the Bylaws and may be increased or decreased from time to

time in the manner provided therein. At the first annual election of Directors

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