SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OVERHILL FARMS, INC.
On the 2 nd day of April, 2009, the Board of Directors of the Corporation approved by resolution the
amendment and restatement of the Corporation’s Amended and Restated Articles of Incorporation. The number
of shares of the Corporation outstanding and entitled to vote on the amendment and restatement of the Amended
and Restated Articles of Incorporation was 15,823,271 shares of Common Stock. The amendment and
restatement has been approved by stockholders holding 13,035,414 shares of Common Stock, which is at least
a majority of the only class of stock outstanding and entitled to vote thereon.
The Corporation’s Amended and Restated Articles of Incorporation are hereby amended and restated in
their entirety to read as follows:
The name of the Corporation is: Overhill Farms, Inc. (the “Corporation” ).
LOCATION OF CORPORATE OFFICES AND CONDUCT OF BUSINESS
The Corporation may maintain an office, or offices, in such place or places within or without the State of
Nevada as may be from time to time designated by the board of directors of the Corporation (the “Board of
Directors” ), or by the bylaws of the Corporation (the “Bylaws” ). The Corporation may conduct all
corporate business of every kind and nature, including the holding of all meetings of directors and stockholders,
outside the State of Nevada as well as within the State of Nevada.
The purpose for which the Corporation is organized is the transaction of any and all lawful business or
activity for which Corporations may be incorporated under Chapter 78 of the Nevada Revised Statutes (“ NRS
The period of duration is perpetual.
A. Authorized Capital . The total number of shares of all classes of stock that the Corporation
shall have authority to issue is 150,000,000, consisti