FILED EXHIBIT 2.1
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
AUG 10 1993
CHERYL A LAU SECRETARY OF STATE
NO 9753-93
ARTICLES OF INCORPORATION
OF
KINGSTON FINANCIAL CORP. INC.
The undersigned proposes to form a corporation under the laws of the State of
Nevada, relating to private corporations and to that end hereby adopts articles
of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is KINGSTON FINANCIAL CORP. INC.
ARTICLE TWO
LOCATION
--------
The principle office of this corporation is to be at 4550 WEST OAKEY BLVD.,
SUITE lll-W, LAS VEGAS, NEVADA 89102.
ARTICLE THREE
PURPOSES
--------
This corporation is authorized to carry on any lawful business or enterprise.
ARTICLE FOUR
CAPITAL STOCK
-------------
The amount of the total authorized capital stock of this corporation is 25,000
SHARES AT NO PAR VALUE. Such shares are non-assessable.
ARTICLE FIVE
DIRECTORS
---------
The members of the governing board of this corporation shall be styled
directors. The name and address of the member of the first board of directors
is: H. K. TERMORLEN, c/o CHASE INDEX INC., 4550 WEST OAKEY BLVD., SUITE 1ll-W,
LAS VEGAS, NEVADA 89102.
Directors shall have no personal liability to the corporation or its
stockholders for damages for breach of fiduciary duty as a director. This
provision does not eliminate or limit the liability of a director for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law or the payment of dividends in violation of NRS 78.300.
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ARTICLE SIX
INCORPORATORS
-------------
The name and address of the incorporator is JAMES B JONES, c/o CHASE INDEX INC.,
4550 WEST OAKEY, SUITE lll-W, LAS VEGAS, NEVADA, 89102.
ARTICLE SEVEN
PERIOD OF EXISTENCE
-------------------
The period of existence of this corporation shall be perpetual
ARTICLE EIGHT
AMENDMENT OF ARTICLES OF INCORPORATION
--------------------------------------
The articles of incorporation of the corporation may be amended from time to
time by a majority vote of all shareholders voting by written ballot in person
or by proxy held at any general or special meeting of shareholders upon lawful
notice.
ARTICLE NINE
STATUTORY RESIDENT AGENT
------------------------
The corporation does hereby name, constitute and appoint as its statutory
resident agent within the State of Nevada for receipt of process of any other
lawful purpose, CHASE INDEX INC., 4550 WEST OAKEY BLVD., SUITE lll-W, LAS
VEGAS, NEVADA 89102. The resident agent's telephone number is (702) 324-2377.
This appointment of resident agent shall be continuous unless otherwise changed
by the Board of Directors of the corporation acting pursuant to the laws of the
State of Nevada.
ARTICLE TEN
VOTING OF SHARES
----------------
In any election participated in by the shareholders, each shareholder shall have
one vote for each share of stock he owns, either in person or by proxy as
provided by law. Cumulative Voting shall not prevail in any election by the
shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, JAMES B. JONES, for the purposes of forming
a corporation under the laws of the State of Nevada, does make, file and record
these articles, and certifies that the facts herein stated are true; and I have
accordingly hereunto set my hand this 21ST day of JULY 1993.
INCORPORATOR:
/s/ JAMES B JONES
