ARTICLES OF INCORPORATION
OF
EVERLERT, INC.
1. Name of Company:
Everlert, Inc.
2. Resident Agent:
The resident agent of the Company is: Nevada Internet Corporation
Enterprises, Inc., 3110 S. Valley View, Suite 201, Las Vegas,
Nevada 89102.
3. Board of Directors:
The Company shall initially have one director (1) who is Tracy
Marsh, 1201 E. Warner Ave., Santa Ana, CA 92705. This individual
shall serve as director until their successor or successors
have been elected and qualified. The number of directors may be
increased or decreased by a duly adopted amendment to the By-Laws
of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 25,000,000 shares of Common
Stock having a $.001 par value. The Common Stock of the
Company may be issued from time to time without prior approval by
the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors. The Board of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the
resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation
shall not have any preference, preemptive right or right of
subscription to acquire shares of the corporation authorized,
issued, or sold, or to be authorized, issued or sold, or to any
obligations or shares authorized or issued or to be authorized or
issued, and convertible into shares of the corporation, nor to
any right of subscription thereto, other than to the extent, if
any, the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or
services, as the directors shall determine, shall not be subject
to assessment to pays the debts of the corporation, nor for any
other purpose, and no Common Stock issued as fully paid shall
ever be assessable or assessed, and the Articles of Incorporation
shall not be amended to provide for such assessment.
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this
Article shall not eliminate or limit the liability of a director
or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of
this Article by stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and
loss (including attorneys' fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right of
indemnification shall be a contract right which may be enforced
in any manner desired by such person. The expenses of officers
and directors incurred in defending a civil suit or proceeding
must be paid by the corporation as incurred and in advance of
the final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to
be indemnified by the corporation. Such right of indemnification
shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt By-Laws from time to time without respect to
indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase or maintain insurance on
behalf of any person who is or was a director or officer.
8. Amendments
Subject at all times to the express provisions of Section 5 on
the Assessment of Shares, this corporation reserves the right to
amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its By-Laws, in the manner now or
hereafter prescribed by statute or the Articles of Incorporation
or said By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred
by statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders,
to make, alter or repeal the By-Laws of the corporation;
(b) To authorize and caused to be executed mortgages and liens,
with or without limitations as to amount, upon the real and
personal property of the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of other
persons, corporations or business entities;
(d) To set apart out of any funds of the corporation available
for dividends a reserve or reserves for any proper purpose and
to abolish any such reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more committees to consist of one or more
directors of the of the corporation, which, to the extent
provided on the resolution or in the By-Laws of the corporation,
shall have and may exercise the powers of the Board of Directors
in the management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall
have name and names as may be stated in the By-Laws of the
corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised
by the Board of Directors except as otherwise herein or in the
By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on Tuesday, February
03, 1998, hereby declaring and certifying that the facts stated
hereinabove are true.
/s/ Thomas C. Cook
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 201
Las Vegas, Nevada 89102
State of Nevada )
County of Clark )
This instrument was acknowledged before me on February 3, 1998,
by Thomas C. Cook.
/s/ Mauri Berkowitz
Mauri Berkowitz
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I,
Ted D. Campbell II, as a principal of Nevada Internet Corporation
Enterprises, Inc.("NICE"), hereby accept appointment of NICE as
the resident agent for the above referenced company.
/s/ Ted D. Campbell II
Ted D. Campbell II
