FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA ARTICLES OF INCORPORATION
MAR 03 1998 OF
NO C4396-1998 NATEXCO CORPORATION
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DEAN HELLER, SECRETARY OF STATE
FIRST. Name. The name of the corporation is:
NATEXCO CORPORATION
SECOND. Registered Office. The Corporation's initial registered office
in the State of Nevada is located at c/o Skinner, Sutton & Watson, 548
California Avenue, Reno, Nevada 89509. The registered office in Nevada may be
changed by the Directors of the Corporation. This Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada as
may be from time to time designated by the Board of Directors, or by the Bylaws
of said Corporation, and this Corporation may conduct all Corporation business
of every kind and nature, including holding of all meetings of Directors and
Stockholders, outside the State of Nevada as well as within the State of Nevada.
THIRD. Resident Agent. The resident agent for this Corporation shall
be:
GARRETT SUTTON
The address of said agent in the state of Nevada shall be:
c/o Skinner, Sutton & Watson
548 California Avenue, Reno, Nevada 89509
FOURTH. Existence. The Corporation is to have perpetual existence.
FIFTH. Purpose. This Corporation is organized for the purpose of
transacting any and all lawful activities or business for which corporations may
be formed under Chapter 78 of the Nevada Revised Statutes (NRS), as designated
by the board of directors of the corporation.
SIXTH. Capital Structure.
Section 1. Authorized Capital. The aggregate number of shares and the
amount of the total authorized capital of this Corporation shall consist of
25,000,000 shares, of which 20,000,000 shall be common stock, $.001 par value,
and 5,000,000 shall be preferred stock, $.O01 par value.
Section 2. Share Status. All common shares will be equal to each other,
and when issued, shall be fully paid and nonassessable, and the private property
of shareholders shall not be liable for corporate debts. Preferred shares shall
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have such preferences and voting rights as the Directors may assign to them
prior to issuance. Each holder of a common share of record shall have one vote
for each share of stock outstanding in his name on the books of the Corporation
and shall be entitled to vote said stock. Each holder of a preferred share of
record shall have one vote for each share of stock outstanding in his name on
the books of the Corporation, if such voting right was assigned by the Board of
Directors upon issuance.
Section 3. Consideration for Shares. The stock of the Corporation shall
be issued for such consideration as shall be fixed from time to time by the
Board of Directors. In the absence of fraud, the judgment of the Directors as to
the value of any property or services received in full or partial payment for
shares shall be conclusive. When shares are issued upon payment of the
consideration fixed by the Board of Directors, such shares shall be taken to be
fully paid stock and shall be nonassessable.
Section 4. Pre-Emptive Rights. Except as may otherwise be provided by
the Board of Directors, holders of shares of stock of the Corporation shall have
no pre-emptive right to purchase, subscribe for or otherwise acquire shares of
stock of the Corporation, rights, warrants or options to purchase stocks or
securities of any kind convertible into stock of the Corporation.
Section 5. Dividends. Dividends in cash, property or shares of the
Corporation may be paid, as and when declared by the Board of Directors, out of
funds of the Corporation to the extent and in the manner permitted by law.
Section 6. Distribution in Liquidation. Upon any liquidation,
dissolution or winding up of the Corporation, and after paying or adequately
providing for the payment of all its obligations, the remainder of the assets of
the Corporation shall be distributed, either in cash or in kind, pro rata to the
holders of the common stock, subject to preferences, if any, granted to holders
of the preferred shares. The Board of Directors may, from time to time,
distribute to the shareholders in partial liquidation from stated capital of the
Corporation, in cash or property, without the vote of the shareholders, in the
manner permitted and upon compliance with limitations imposed by law.
Section 7. No Assessment. The capital stock, after the amount of the
subscription price, or par value, has been paid in, shall not be subject to
assessment to pay the debts of the Corporation or any other purpose.
SEVENTH. Powers of the Corporation. In furtherance and not in
limitation of the powers granted by the State of Nevada, the Corporation shall
have the following specific powers:
Section 1. Officers. The Corporation shall have the power to elect or
appoint officers and agents of the Corporation and to fix their compensation.
Section 2. Capacity. The Corporation shall have the power to act as an
agent for any individual, association, partnership, corporation or other legal
entity, and to act as general partner for any limited partnership.
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Section 3. Acciuisitions. The Corporation shall have the power to
receive, acquire, hold, exercise rights arising out of the ownership or
possession thereof, sell, or otherwise dispose of, shares or other interests in,
or obligations of, individuals, associations, partnerships, corporations or
governments.
Section 4. Gifis. The Corporation shall have the power to make gifts or
contributions for the public welfare or for charitable, scientific or
educational purposes.
Section 5. Right to Amend or Restate Articles. The right is expressly
reserved to amend, restate, alter, change, or repeal any provision or provisions
contained in these Article of Incorporation or any Article herein by a majority
vote of the members of the Board of Directors and a majority vote of the
shareholders of the Corporation in accordance with the Nevada Revised Statutes.
EIGHTH. Voting by Shareholders.
Section 1. Voting Rights; Cumulative Voting. Each outstanding share of
common stock is entitled to one vote and each fractional share of common stock
is entitled to a corresponding fractional vote on each matter submitted to a
vote of shareholders. Cumulative voting shall not be allowed in the election of
Directors of the Corporation and every shareholder entitled to vote at such
election shall have the right to vote the number of shares owned by him for as
many persons as there are Directors to be elected, and for whose election he has
a right to vote. Preferred shares are to have the same voting rights as common
shares if so designated by the Board of Directors upon issuance.
Section 2. Majority Vote. Except as otherwise provided herein or
provided by the Nevada Revised Statutes, when, with respect to any action to be
taken by the Shareholders of the Corporation, any and every such action shall be
taken by the vote or concurrence of the holders of a majority of the outstanding
shares entitled to vote thereon.
SEVENTH. Board of Directors. The governing board of this Corporation
shall be known as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by the Bylaws of
this Corporation, providing that the number of directors shall not be more than
seven (7) or reduced to fewer than one (1).
In furtherance and not in limitation of the powers conferred by the
State of Nevada, the Board of Directors is expressly authorized and empowered:
Section 1. Bylaws. To make, alter, amend and repeal the Bylaws, subject
to the power of the shareholders to alter or repeal the Bylaws made by the Board
of Directors.
Section 2. Books and Records Subject to the applicable provisions of
the Bylaws then in effect, to determine, from time to time, whether and to what
extent, and at what times and places, and under what conditions and regulations,
the accounts and books of the Corporation or any of them, shall be open to
shareholder inspection. No shareholder shall have any right to inspect any of
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the accounts, books, or documents of the Corporation, except as permitted by
law, unless and until authorized to do so by resolution of the Board of
Directors or of the shareholders of the Corporation.
Section 3. Power to Borrow. To authorize and issue, without shareholder
consent, obligations of the Corporation, secured and unsecured, under such terms
and conditions as the Board, in its sole discretion, may determine, and to
pledge, or mortgage, as security therefor, any real or personal property of the
Corporation, including after-acquired property.
Section 4. Dividends. To determine whether any and, if so, what part,
of the earned surplus of the Corporation shall be paid in dividends to the
shareholders, and to direct and determine other use and disposition of any such
earned surplus.
Section 5. Profits. To fix, from time to time, the amount of the
profits of the Corporation to be reserved as working capital or for any other
lawful purposes.
Section 6. Employees' Plans. From time to time to provide and carry out
and to recall, abolish, revise, amend, alter, or change a plan or plans for the
participation by all or any of the employees, including Directors and officers
of this Corporation or of any corporation in which or in the welfare of which
the Corporation has any interest, and those actively engaged in the conduct of
this Corporation's business, in the profits of this Corporation or of any branch
or division thereof, as a part of this Corporation's legitimate expenses, and
for the furnishing to such employees and persons, or any of them, at this
Corporation's expense, of medical services, insurance against accident,
sickness, or death, pensions during old age, disability, or unemployment,
education, housing, social services, recreation, or other similar aids for their
relief or general welfare, in such manner and upon such terms and conditions as
may be determined by the Board of Directors.
Section 7. Warrants and Options. The Corporation, by resolution or
resolutions of its Board of Directors, shall have power to create and issue,
whether or not in connection with the issue and sale of any shares of any other
securities of the Corporation, warrants, rights, or options entitling the
holders thereof to purchase from the Corporation any shares of any class or
classes of any other securities of the Corporation, such warrants, rights or
options to be evidenced by or in such instrument or instruments as shall be
approved by the Board of Directors. The terms upon which the time or times
(which may be limited or unlimited in duration), and the price or prices (not
less than the minimum amount prescribed by law, if any) at which any such
warrants, rights, or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of such
warrant, right, or option shall be such as shall be fixed and stated in the
resolution or resolutions of the Board of Directors providing for the creation
and issue of such warrants, rights or options. The Board of Directors is hereby
authorized to create and issue any such warrants, rights or options from time to
time for such consideration, and to such persons, firms, or corporations, as the
Board of Directors may determine.
Section 8. Compensation. To provide for the reasonable compensation of
its own members, and to fix the terms and conditions upon which such
compensation will be paid.
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Section 9. Not in Limitation. In addition to the powers and authority
hereinabove, or by statute expressly conferred upon it, the Board of Directors
may exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, subject, nevertheless, to the provisions of the laws
of the State of Nevada, of these Articles of Incorporation and of the Bylaws of
the Corporation.
Section 10. Ri~.ht of Directors to Contract with Corooration. No
contract or other transaction between this Corporation and one or more of its
Directors or any other corporation, firm, association, or entity in which one or
more of its Directors are directors or officers or are financially interested
shall be either void or voidable solely because of such relationship or interest
or solely because such directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves, or ratifies such
contract or transaction or solely because their votes are counted for such
purpose if:
A. The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent sufficient
for the purpose without counting the votes of consents of such
interested Directors; or
B. The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve, or
ratify such contract or transaction by vote or written consent; or
C. The contract or transaction is fair and reasonable to the
Corporation.
Section II. Corporate Opportunity. The officers, Directors and other
members of management of this Corporation shall be subject to the doctrine of
"corporate opportunities" only insofar as it applies to business opportunities
in which this Corporation has expressed an interest as determined from time to
time by this Corporation's Board of Directors as evidenced by resolutions
appearing in the Corporation's minutes. Once such areas of interest are
delineated, all such business opportunities within such areas of interest which
come to the attention of the officers, Directors, and other members of
management of this Corporation shall be disclosed promptly to this Corporation
and made available to it. The Board of Directors may reject any business
opportunity presented to it and thereafter any officer, Director or other member
of management may avail himself of such opportunity. Until such time as this
Corporation, through its Board of Directors, has designated an area of interest,
the officers, Directors and other members of management of this Corporation
shall be free to engage in such areas of interest on their own and this doctrine
shall not limit the right of any officer, Director or other member of management
of this Corporation to continue a business existing prior to the time that such
area of interest is designated by the Corporation. This provision shall not be
construed to release any employee of this Corporation (other than an officer,
Director or member of management) from any duties which he may have to this
Corporation.
Section 12. First Board of Directors. The name and street address of
the first board of directors shall be one (1) in number and listed as follows:
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NAME: ADDRESS:
----- --------
Clark Burch 529 Cherokee Street, Denver, Colorado 80204
NINTH. Indemnification of Officers and Directors. The Board of
Directors of the Corporation shall have the power to:
A. Indemnily any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation and, with
respect to any criminal action or proceedings, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best interests of the Corporation and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
B. Indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
the best interests of the Corporation; but no indemnification shall be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such expenses which such court
deems proper.
C. Indemnify a Director, officer, employee or agent of the Corporation
to the extent that such person has been successful on the merits in defense of
any action, suit or proceeding referred to in Subparagraph A or B of this
Article or in defense of any claim, issue, or matter therein, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.
D. Authorize indemnification under Subparagraph A or B of this Article
(unless ordered by a court) in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Subparagraph A or B. Such determination shall be made by the Board of
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Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or, if such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or by the shareholders.
E. Authorize payment of expenses (including attorney's fees) incurred
in defending a civil or criminal action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding as authorized in
Subparagraph D of this Article upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount unless it is
ultimately determined that he is entitled to be indemnified by the Corporation
as authorized in this Article.
F. Purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation or who is or was
serving at the request of the Corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provision of this Article.
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
these Articles of Incorporation, and the Bylaws, agreement, vote of shareholders
or disinterested directors or otherwise, and any procedure provided for by any
of the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of heirs, executors and administrators of such a person.
TENTH. The name and street address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME: ADDRESS:
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Edward H Hawkins 3319 South Galena Court, Denver, Co 80231
IN WITNESS WHEREOF, the undersigned incorporator has set his hand and
seal this 23rd day of February 1998.
/s/ Edward H. Hawkins
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(Signature)
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State of Colorado )
) ss.
City and County of Denver )
This instrument was acknowledged before me on February 23, 1998, by
Edward H. Hawkins as incorporator of the above identified corporation.
My Commission expires _______________________
[SEAL] David R. Reitsema
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(Signature of Notary Pulbic)
My Commission Expires 2/14/99
CERTIFICATION OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
I, Garrett Sutton, hereby accept appointment as Resident Agent for the above
named corporation.
DATE: ___________________ 1998
/s/ Garrett Sutton
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(Signature of Agent)
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