EXHIBIT 3.1
ARTICLES OF INCORPORATION OF
COLLEGE SOFTWARE, INC.
The undersigned subscriber of these Articles of Incorporation, a natural person
competent to contract, hereby forms a corporation under the laws of the State of
Florida.
ARTICLE I NAME
The name of the corporation shall be:
College Software, Inc.
ARTICLE II NATURE OF BUSINESS
This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and the State of Florida.
ARTICLE III AUTHORIZED SHARES
The authorized capital stock of this corporation shall consist of 100,000,000
shares of Common Stock with a par value of $0.001 per share, and 10,000,000
shares of Preferred Stock with a par value of $0.001 per share.
The Preferred Stock may be issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, qualification, limitation, restrictions thereof as shall be stated
and expressed in the resolution or resolutions provided for the issuance of such
Preferred Stock adopted by the Board of Directors pursuant to the authority in
this paragraph given.
ARTICLE IV TERM OF EXISTENCE
The corporation shall have perpetual existence.
ARTICLE V DIRECTORS
The business of the corporation shall be managed by its Board of Directors. The
number of such directors shall not be less than one (1) and, subject to such
minimum, may be increased or decreased from time to time in the manner provided
by the By-Laws. The number of persons constituting the initial Board of
Directors shall be one (1).
ARTICLE VI VOTING FOR DIRECTORS
The Board of Directors shall be elected by the Stockholders of the corporation
at such time and in such manner as provided in the By-Laws.
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ARTICLE VII CONTRACTS
No contract or other transaction between this corporation and any person, firm
or corporation shall be affected by the fact that any officer or director of
this corporation is such other party or in, or at some time in the future
becomes an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.
ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the power, in its By-Laws or in any resolution of
its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith to procure, at the expense of this corporation, policies of insurance.
ARTICLE IX PRINCIPAL OFFICE
The principal place of business and mailing address of this corporation shall
be: 1721 S.W. Mockingbird Drive, St. Lucie, Florida 34986. The Board of
Directors may at any time and from time to time move the principal office of
this corporation to any location within or without the State of Florida.
ARTICLE X INITIAL REGISTERED AGENT AND STREET ADDRESS
The name and address of the initial registered agent are: Mr. Ernie Farris, 1721
S.W. Mockingbird Drive, St. Lucie, Florida 34986. The Board of Directors may at
any time and from time to time move the principal office of this corporation to
any location within or without the State of Florida.
ARTICLE XI INCORPORATOR
The name and address of the Incorporator to these Articles of Incorporation are:
Dr. Peter Braun, 14096 - 77th Avenue, Surrey, BC V3W 6K8
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of
Incorporation this 18th day of June, 1998.
/s/ Peter Braun
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Peter Braun, Incorporator
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER PERFORMANCE OF MY DUTIES AND I AM FAMILIAR WITH AND ACCEPT THE
OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
/s/ Ernie Farris 6/27/98
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Ernie Farris, Registered Agent Date
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