Exhibit 3.1
ARTICLES OF INCORPORATION
OF
GOLDEN CHOICE FOODS CORPORATION
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The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator under the provisions of Title 7, Chapter 78 of the
Nevada Revised Statutes, and acts amendatory thereto (hereinafter sometimes
referred to as the "General Corporation Law of the State of Nevada") adopts the
following Articles of Incorporation:
ARTICLE I
NAME OF CORPORATION
The name of this corporation is Golden Choice Foods Corporation (the
"corporation").
ARTICLE II
RESIDENT AGENT
The name and address of the corporation's initial resident agent in the
State of Nevada is Para Corp., Inc., 318 North Carson #208, Carson City, NV
89701.
ARTICLE III
SHARES
The aggregate number of shares which the corporation is authorized to
issue is fifty million (50,000,000) common shares with each share having a par
value of one thousandth dollar ($.001). The corporation is authorized to issue
more than one class or series of stock, and the Board of Directors' of the
corporation, in accordance with Section 78.195 of the General Corporation Law of
the State of Nevada, is vested with authority to prescribe the price, classes,
series, and the number of each class or series of stock and the voting powers,
designations, preferences, limitations, restrictions, and relative rights of
each class or series of stock. The corporation shall have one or more classes or
series of stock that together (a) have unlimited voting rights and (b) are
entitled to receive the net assets of the corporation upon dissolution. All
shares of stock shall be fully paid and nonassessable.
ARTICLE IV
GOVERNING BOARD
The governing board of the corporation shall be known as the Board of
Directors, and a member of the governing board shall be known as a director. The
number of directors shall be as prescribed by the Bylaws and may, from time to
time, be increased or decreased in such manner as shall be prescribed by the
Bylaws of the corporation, provided that the number of directors shall never be
less than one (1). Each director shall be as least 18 years of age. The number
of members of the first Board of Directors shall be three (3). The names and
addresses of the initial directors are as follows:
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Richard Damion
180 Newport Center Drive, Suite 180
Newport Beach, CA 92660
Joseph R. Rodriguez, Jr.
180 Newport Center Drive, Suite 180
Newport Beach, CA 92660
A.R. "Bud" Grandsaert, Jr.
180 Newport Center Drive, Suite 180
Newport Beach, CA 92660
During the period between election of directors by the shareholders
entitled to vote, all vacancies, including vacancies caused by an increase in
the number of directors and including vacancies resulting from the removal of
directors by the shareholders entitled to vote which are not filled by the
shareholders, may be filled by the remaining directors, though less than a
quorum. With respect to the election of directors by the shareholders, no
cumulative voting shall be permitted.
ARTICLE V
PURPOSE
The corporation is organized to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Nevada.
ARTICLE VI
LIMITATION ON LIABILITY
Within the meaning of and in accordance with Section 78.037 of the
General Corporation Law of the State of Nevada:
(1) No director or officer of the corporation shall be personally
liable to the corporation or its shareholders for damages for any action taken
or any failure to take any action as a director, except as provided in this
Article V.
(2) The limitation of liability contemplated in this Article V shall
not extend to (a) acts or omissions which involve misconduct, fraud, or knowing
violation of law; or (b) payment or distribution in violation of Section 78.300
of the General Corporation Law of the State of Nevada.
(3) Any repeal or modification of this Article V by the shareholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification.
(4) Without limitation, this Article V shall be applied and interpreted
and shall be deemed to incorporate any provisions of the General Corporation Law
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of the State of Nevada, as the same exist or may hereafter be amended, as well
as any applicable interpretation of Nevada law, so that personal liability of
directors and officers of the corporation to the corporation or its
shareholders, or, to any third person, shall be eliminated or limited to the
fullest extent as from time to time permitted by Nevada law.
ARTICLE VII
SIGNATURE OF INCORPORATOR
The name and address of the incorporator signing these Articles of
Incorporation is as follows:
Name Address
Gary R. Henrie 215 South State, 12th Floor
Salt Lake City, Utah 84111
INCORPORATOR
/Gary R. Henrie
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Gary R. Henrie
ARTICLE VIII
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
Para Corp., Inc., hereby accepts appointment as Resident Agent for the
above named corporation.
(Signature)______________________________ (Date)________________
Signature of Resident Agent
