ARTICLES OF INCORPORATION
OF
FUTUREONE, INC.
The undersigned incorporators, for the purpose of forming a corporation
under the laws of the State of Arizona, adopt the following Articles of
Incorporation.
1. NAME. The name of the Corporation is: FUTUREONE, INC.
2. AUTHORIZED CAPITAL. The Corporation shall have authority to issue (a)
100,000,000 common shares with a par value of once cent ($.01) per share: and
(b) 1,000,000 shares of Serial Preferred Stock with a par value of ten dollars
($10) per share. The Board of Directors is authorized to provide from time to
time for the issuance of shares of Serial Preferred Stick in series and to fix
from time to time before issuance the designation, preferences, privileges, and
voting powers of the shares of each series of Serial Preferred Stock and the
restrictions or qualifications thereof. Shares shall be paid for at such time,
and in such manner, as the Board of Directors shall determine.
3. INITIAL BUSINESS. The Corporation initially intends to actually conduct
in the State of Arizona the business of providing internet access sites and
computer sales and service. This Corporation is organized for the purpose of
transacting any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as amended from time to
time.
4. INITIAL BOARD OF DIRECTORS. The initial board of Directors shall consist
of two members, each of whom shall serve as a director until the first annual
meeting of the shareholders or until his or her successor is elected and
qualified, and whose name and address is:
Kendall Q. Northern Earl J. Cook
4609 E. Pearce Road 337 Jamaica Way
Phoenix, AZ 85044 Niceville, FL 32578
5. LIMITATION OF DIRECTOR LIABILITY. No director of the Corporation shall
be liable to the Corporation or its shareholders for monetary damages for any
action taken or any failure to take any action as a director, except liability
for (i) the amount of financial benefit received by a director to which the
director is not entitled; (ii) an intentional infliction of harm on the
corporation or the shareholders; (iii) an unlawful distribution pursuant to
A.R.S. Sections 10-833; or (iv) an intentional violation of criminal law.
6. STATUTORY AGENT. Charles E. Berry, Titus, Brueckner & Berry, P.C.,
Scottsdale Centre B-252, 7373 North Scottsdale Road, Scottsdale, Arizona 85253,
is hereby appointed the initial Statutory Agent for the Corporation for the
State of Arizona.
7. KNOWN PLACE OF BUSINESS. The Corporation's known place of business shall
be 4250 East Camelback Road, Suite K-192, Phoenix, Arizona 85018-2751.
8. INCORPORATORS. The names and addresses of the incorporators are:
Kendall Q. Northern Earl J. Cook Kenneth P. Eck
4609 E. Pearce Road 337 Jamaica Way 6248 W. Donald Drive
Phoenix, AZ 85044 Niceville, FL 32578 Glendale, AZ 85310
9. DISTRIBUTIONS FROM CAPITAL SURPLUS. The Board of Directors of the
Corporation may distribute, from time to time, on a pro rata basis to its
shareholders, a portion of its assets, in cash or property.
10. PURCHASE OF SHARES BY CORPORATION. The Board of Directors of the
Corporation may, from time to time, cause the Corporation to purchase its own
shares.
11. SHARE RIGHTS AND OPTIONS. The Board of Directors may cause the
Corporation to create and issue rights or options entitling the holders thereof
to purchase from the Corporation shares of any class or classes, to directors,
officers, or employees of the Corporation, or of any affiliate thereof, and no
shareholder approval or ratification of any such creation or issuance of rights
shall be required.
The undersigned incorporators have executed these Articles of Incorporation
December 19th, 1996.
/s/ Kendall Q. Northern
----------------------------------------
Kendall Q. Northern
/s/ Earl J. Cook
----------------------------------------
Earl J. Cook
/s/ Kenneth P. Eck
----------------------------------------
Kenneth P. Eck
/s/ JR Phillips
----------------------------------------
JR Phillips
2
