EXHIBIT 2(A)
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ARTICLES OF INCORPORATION
of
OnCourse Technologies, Inc.
A Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada
Revised Statutes the general corporation laws of the State of Nevada, to do
business both within the without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that the facts herein
stated are true.
ARTICLE I
NAME
The name of the corporation is: OnCourse Technologies, Inc.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its resident agent
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for service process is Resident Agents of Nevada, Inc. 711 S. Carson Suite 4
Carson City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also maintain offices for
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the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meetings of directors and shareholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total authorized capital
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stock of this corporation is One Hundred Million shares with a par value of one
tenth of one cent ($0.001) designated as Common Stock. The Common Stock may be
issued from time to time without action 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 shares of Common Stock in one of 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 adopted by them.
Section 4.01 No Preemptive Rights. Holders of the Common Stock of the
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corporation shall not have any preference, preemptive right, or right of
subscription to acquire any 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 the
extent if any, the Board of Directors in its discretion, may determine from time
to time.
Section 4.02 Assessment of Shares. The Common Stock of the corporation,
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after the amount of the subscription price has been paid, in money, property or
services, as the directors shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the board of the corporation
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shall be styled directors.
Section 5.02 Initial Board of Directors. The Board of Directors shall
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consist of at least one (1) but no more than five (5) members. The name and
address of the initial member(s) of the Board of Directors are as follows:
NAME ADDRESS
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Frank G. Wright 280 Mail St., Ste 12, Stoneham, MA 02180
This individual shall serve as Director until the first annual meeting of the
shareholders or until the successors shall have been elected and qualified.
Section 5.03 Change in the Number of Directors. The number of directors
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may be increased or decreased by duly adopted amendment to the By-Laws of the
corporation.
ARTICLE VI
INCORPORATOR(S)
The name and address of the sole incorporator is Patricia A. Bozin 711 S.
Carson, Carson City, Nevada 89701.
ARTICLE VII
PERIOD OF DURATION
The corporation is to have A PERPETUAL existence.
ARTICLE VIII
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 the 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 law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
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 and omissions prior to such repeal or
modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director of officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its 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
settlement) reasonably incurred or suffered by him in connections 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 or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon 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 is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which 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 Bylaws from time to time with 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 and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as director or officer of
another corporation, or as is representative in a partnership, joint venture,
trust or other enterprises against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether or not
the corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.3 which cannot
be amended, this corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation or its Bylaws,
in the manner now or hereafter prescribed by statue or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the shareholders are
granted subject to this reservation.
ARTICLE XI
MISCELLANEOUS PROVISIONS
The Corporation elects not to be governed by NRS 78.378 to 78.3793,
inclusive and NRS 78.411 to 78.444, inclusive. Any corporate action upon which
a vote of Stockholders is required or permitted under Nevada Law may be taken
without a meeting or vote of said Stockholders, with the written consent of
Stockholders having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted In no instance where action is
authorized by written consent need a meeting of the Shareholders be called or
notice given.
Any corporate action upon which a vote of the Board of Directors or a
committee thereof is required or permitted under the Nevada Corporation Law may
be taken, without a meeting or vote of the Board of Directors or of the
committee thereof, with the written consent of all of the members of the Board
of Directors or committee, as the case may be, either before or after the
action.
ARTICLE XIII
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the shareholders, to make,
alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of
the corporation;
(3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons,
corporation and business entities;
(4) To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve; and
(5) By resolution adopted by a majority of the whole board, to designate
one or more committees, each committee to consist of one or more of
the directors of the corporation, which, to the extent provided in
the resolution or in the Bylaws of the Directors in the management
of the business and affairs of the corporation, any may authorize
the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be stated in the Bylaws of the corporation or as may be
determined from time to time by resolution adopted by the Board of
Directors.
All corporate powers of the corporation shall be exercised by the Board of
Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of May, 1998,
hereby declaring and certifying that the facts stated herein above are true.
/s/ Patricia A. Bozin
Patricia A. Bozin
Sole Incorporator
ACKNOWLEDGMENT
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STATE OF NEVADA )
SS
CITY OF CARSON )
On this 28th day of May, 1998 Patricia A. Bozin personally appeared be for
me, a Notary Public, and acknowledged to me that she executed the foregoing
instrument for the purposes therein set forth.
/s/ Alan Teegardin
NOTARY PUBLIC
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
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IN THE MATTER OF: OnCourse Technologies, Inc.
Resident Agents of Nevada, Inc., with address at 711 S. Carson, Carson
City, Nevada 89701, hereby accepts 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 as
set forth above.
IN WITNESS WHEREOF, I hereunto set my hand this 28th day of May, 1998.
BY: /s/ Alan Teegardin
Alan Teegardin, Managing Director
Resident Agents of Nevada, Inc.
Resident Agents
