AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                     OF

                              ADA-ES, INC.

FIRST:  The name of the corporation is ADA-ES, Inc.

 

SECOND:  The corporation shall have and may exercise all of the rights,

powers and privileges now or hereafter conferred upon corporations

organized under the laws of Colorado.  In addition, the corporation may

do everything necessary, suitable or proper for the accomplishment of

any of its corporate purposes.  The corporation may conduct part or all

of its business in any part of Colorado, the United States or the world

and may hold, purchase, mortgage, lease and convey real and personal

property in any of such places.

 

THIRD:

(a) The aggregate number of shares which the corporation shall have

authority to issue is 100,000,000, consisting of 50,000,000 shares

of common stock and 50,000,000 shares of preferred stock.  The

shares of common stock shall have unlimited voting power, subject to

the voting rights of the shares of preferred stock as established by

the Board of Directors of the corporation in accordance with these

Articles of Incorporation and the Colorado Business Corporation Act.

The shares of common stock shall have the right to receive the net

assets of the corporation upon dissolution, subject to the rights of

the shares of preferred stock as established by the Board of

Directors of the corporation in accordance with these Articles of

Incorporation and the Colorado Business Corporation Act.  The Board

of Directors of the corporation shall have the authority to divide

the class of preferred shares into series and to fix and determine

the relative rights, preferences and limitations of the preferred

shares of any such series to the full extent permitted by the

Colorado Business Corporation Act.

 

(b) Each shareholder of common stock of record shall have one vote

for each share of common stock standing in his name on the books of

the corporation and entitled to vote, except that in the election of

directors each shareholder of common stock shall have as many votes

for each share held by him as there are directors to be elected and

for whose election the shareholder has a right to vote.  Cumulative

voting shall not be permitted in the election of directors or

otherwise.

 

(c) Unless otherwise ordered by a court of competent jurisdiction,

at all meetings of shareholders one-third of the shares of a voting

group entitled to vote at such meeting, represented in person or by

proxy, shall constitute a quorum of that voting group.

 

FOURTH:  The number of directors of the corporation shall be fixed by

the bylaws, or if the bylaws fail to fix such a number, then by

resolution adopted from time to time by the board of directors.

 

FIFTH:  The street address of the registered office of the corporation

is 8100 SouthPark Way, Unit B, Littleton, Colorado 80120.  The name of

the registered agent of the corporation at such address is Mark

McKinnies.

 

SIXTH:  The following provisions are inserted for the management of the

business and for the conduct of the affairs of the corporation, and the

same are in furtherance of and not in limitation or exclusion of the

powers conferred by laws.

 

(a) Conflicting Interest Transactions.  As used in this paragraph,

"conflicting interest transaction" means any of the following:  (i)

a loan or other assistance by the corporation to a director of the

corporation or to an entity in which a director of the corporation

is a director or officer or has a financial interest; (ii) a

guaranty by the corporation of an obligation of a director of the

corporation or of an obligation of an entity in which a director of

the corporation is a director or officer or has a financial

interest; or (iii) a contract or transaction between the corporation

and a director of the corporation or between the corporation and an

entity in which a director of the corporation is a director or

officer or has a financial interest.  To the full extent permitted

by Colorado law, no conflicting interest transaction shall be void

or voidable, be enjoined, be set aside, or give rise to an award of

damages or other sanctions in a proceeding by a shareholder or by or

in the right of the corporation, solely because the conflicting

interest transaction involves a director of the corporation or an

entity in which a director of the corporation is a director or

officer or has a financial interest, or solely because the director

is present at or participates in the meeting of the corporation's

board of directors or of the committee of the board of directors

which authorizes, approves or ratifies a conflicting interest

transaction, or solely because the director's vote is counted for

such purpose if: (A) the material facts as to the director's

relationship or interest and as to the conflicting interest

transaction are disclosed or are known to the board of directors or

the committee, and the board of directors or committee in good faith

authorizes, approves or ratifies the conflicting interest

transaction by the affirmative vote of a majority of the

disinterested directors, even though the disinterested directors are

less than a quorum; or (B) the material facts as to the director's

relationship or interest and as to the conflicting interest

transaction are disclosed or are known to the shareholders entitled

to vote thereon, and the conflicting interest transaction is

specifically authorized, approved or ratified in good faith by a

vote of the shareholders; or (C) a conflicting interest transaction

is fair as to the corporation as of the time it is authorized,

approved or ratified in good faith by a vote of the shareholders; or

(D) a conflicting interest transaction is fair as to the corporation

as of the time it is authorized, approved or ratified by the board

of directors, a committee thereof, or the shareholders.  Common or

interested directors may be counted in determining the presence of a

quorum at a meeting of the board of directors or of a committee,

which authorizes, approves, or ratifies the conflicting interest

transaction.

 

(b) Indemnification.  The corporation shall indemnify, to the

maximum extent permitted by Colorado law, any person who is or was a

director, officer, agent, fiduciary or employee of the corporation

against any claim, liability or expense arising against or incurred

by such person made party to a proceeding because he is or was a

director, officer, agent, fiduciary or employee of the corporation

or because he is or was serving another entity or employee benefit

plan as a director, officer, partner, trustee, employee, fiduciary

or agent at the corporation's request.  The corporation shall

further have the authority to the maximum extent permitted by

Colorado law to purchase and maintain insurance providing such

indemnification.

 

(c) Limitation on Director's Liability.  No director of this

corporation shall have any personal liability for monetary damages

to the corporation or its shareholders for breach of his fiduciary

duty as a director, except that this provision shall not eliminate

or limit the personal liability of a director to the corporation or

its shareholders for monetary damages for any breach, act, omission

or transaction as to which the Colorado Business Corporation Act (as

in effect from time to time) prohibits expressly the elimination or

limitation of liability.  Nothing contained herein will be construed

to deprive any director of his right to all defenses ordinarily

available to a director nor will anything herein be construed to

deprive any director of any right he may have for contribution from

any other director or other person.

 

SEVENTH:  Address of Principal Office:  The address of the principal

office of the corporation is 8100 SouthPark Way, B-2, Littleton,

Colorado 80120.

 

[As Filed: 11-10-2005]