ARTICLES OF INCORPORATION
OF
ECLIPSE ENTERTAINMENT GROUP, INC.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: ECLIPSE ENTERTAINMENT GROUP, INC.
II. REGISTERED OFFICE; RESIDENT AGENT: The location of
the registered office of this Corporation within the State of
Nevada is 1025 Ridgeview Drive, Suite 400, Reno, Nevada 89509;
this Corporation may maintain an office or offices in such other
place within or without the State of Nevada as may be from time
to time designated by the Board of Directors or by the By-
Laws of the Corporation; and this Corporation may conduct all
corporation business of very kind or nature, including the
holding of any meetings of directors or shareholders, inside or
outside the State of Nevada, as well as without the State of Nevada.
The Resident Agent for the Corporation shall be Michael J.
Morrison, Esq., 1025 Ridgeview Drive, Suite 400, Reno, Nevada 89509.
III. PURPOSE: The purpose for which this Corporation is
formed is: To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the
total authorized capital stock of the Corporation shall be SIXTY
THOUSAND Dollars ($60,000.00), consisting of FIFTY MILLION
(50,000,000) shares of Common Stock, par value $.001 per share
and TEN MILLION (10,000,000) shares of Preferred Stock, par
value $.001 per share.
V. INCORPORATOR: The name and post office address of the
Incorporator signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Rita S. Dickson 1025 Ridgeview Drive #400
Reno, Nevada 89509
VI. DIRECTORS: The governing board of this Corporation
shall be known as directors, and the first Board shall consist of
two (2) directors.
So long as all of the shares of this Corporation are owned
beneficially and of record by either one or two shareholders,
the number of Directors may be fewer than three, but not fewer
than the number of shareholders.
The number of directors may, pursuant to the By-Laws, be
increased or decreased by the Board of Directors, provided there
shall be no less than one (1) nor more than nine (9) Directors.
The name and post office address of the directors
constituting the first Board of Directors is as follows:
NAME POST OFFICE ADDRESS
ARTHUR BIRZNECK 10900 N.E. 8th Street Ste. #900
Bellevue, WA 98004
BRENT NELSON 10900 N.E. 8th Street Ste. #900
Bellevue, WA 98004
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders
thereof, after the amount of the subscription price has been paid
in, shall not be subject to any assessment whatsoever to pay the
debts of the Corporation.
VIII. TERM OF EXISTENCE: This Corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
XI. LIMITED LIABILITY: No officer or director of the
Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty
as an officer or director, except for liability (i) for any
breach of the officer or director's duty of loyalty to the
Corporation or its Stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) for any transaction from
which the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is amended
after the date of incorporation to authorize corporate action
further eliminating or limiting the personal liability of
officers or directors, then the liability of an officer or
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Nevada General Corporation Law,
or amendments thereto. No repeal or modification of this
paragraph shall adversely affect any right or protection of an
officer or director of the Corporation existing at the time of
such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a
party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an officer or director of
the Corporation or is or was serving at the request of the
Corporation as an officer or director of another corporation or
of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans whether
the basis of such proceeding is alleged action in an official
capacity as an officer or director or in any other capacity
while serving as an officer or director shall be indemnified and
held harmless by the Corporation to the fullest extent authorized
by the Nevada General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment,
only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties
and amounts to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be an officer or director and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that except as provided herein with respect to
proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition;
provided however, that, if the Nevada General Corporation Law
requires the payment of such expenses incurred by an officer or
director in his or her capacity as an officer or director (and
not in any other capacity in which service was or is rendered by
such person while an officer or director, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, payment shall be made only
upon delivery to the Corporation of an undertaking, by or on
behalf of such officer or director, to repay all amounts so
advanced if it shall ultimately be determined that such officer
or director is not entitled to be indemnified under this Section
or otherwise.
If a claim hereunder is not paid in full by the Corporation
within ninety days after a written claim has been received by
the Corporation, the claimant may, at any time thereafter,
bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting
such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, is
required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Nevada General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set forth in the Nevada General Corporation Law, nor
an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of Stockholders or
disinterested directors or otherwise.
The Corporation may maintain insurance, at its expense, to
protect itself and any officer, director, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification
to any employee or agent of the Corporation to the fullest extent
of the provisions of this section with respect to the
indemnification and advancement of expenses of officers and
directors of the Corporation or individuals serving at the
request of the Corporation as an officer, director, employee or
agent of another corporation or of a partnership, joint venture,
trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinbefore named
for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, does make and file these
Articles of Incorporation, hereby declaring and certifying the
facts herein stated are true, and, accordingly, has hereunto set
her hand this 21st day of January, 1997.
/s/ Rita S. Dickson
Rita S. Dickson
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 21st day of January, 1997, before me, a Notary
Public, personally appeared Rita S. Dickson, who acknowledged to
me that she executed the above instrument.
/s/ Willett Y. Smith
Willett Y. Smith
Notary Public State of Nevada
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of ECLIPSE ENTERTAINMENT GROUP, INC., I,
Michael J. Morrison, with address at1025 Ridgeview Drive, Suite
400, Reno, Nevada 89509, hereby accept the appointment as
Resident Agent of the above-entitled corporation in accordance
with NRS 78.090. Furthermore, that the mailing address for the
above registered office is 1025 Ridgeview Drive, Suite 400, Reno,
Nevada 89509.
IN WITNESS WHEREOF, I hereunto set my hand this 21st day of January, 1997.
/s/ Michael J. Morrison
Michael J. Morrison,
Resident Agent
