ARTICLES OF INCORPORATION
OF
HOLMES HERBS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily
associated ourselves together for the purpose of forming a
Corporation under and pursuant to the laws of the State of
Nevada, and we do hereby certify that:
ARTICLE I NAME: The exact name of this Corporation is:
HOLMES HERBS, INC.
ARTICLE II RESIDENT AGENT:
The Resident Agent of the Corporation is Bruce Thompson, 128
Fortune Drive, Dayton, Nevada 89403.
ARTICLE III DURATION: The Corporation shall have perpetual
existence.
ARTICLE IV PURPOSES: The purpose, object and nature of the
business for which this Corporation is organized
are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary,
convenient, or desirable to accomplish the above
purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of
Incorporation.
ARTICLE V POWERS: The powers of the Corporation shall be those
powers granted by 78.060 and 78.070 of the Nevada Revised
Statutes under which this corporation is formed. In addition,
the Corporation shall have the following specific powers:
(a) To elect or appoint officers and agents of the
Corporation and to fix their compensation;
(b) To act as an agent for any individual, association,
partnership, corporation or other legal entity;
(c) 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;
(d) To receive, acquire, hold, pledge, transfer, or
otherwise dispose of shares of the corporation, but
such shares may only be purchased, directly or
indirectly, out of earned surplus;
(e) To make gifts or contributions for the public welfare
or for charitable, scientific or educational purposes,
and in time of war, to make donations in aid of war
activities.
ARTICLE VI CAPITAL STOCK:
Section 1. Authorized shares. The total number of shares
which this Corporation is authorized to issue is
50,000,000 shares of Capital Stock at $.001 par value
per share.
Section 2. Voting Rights of Shareholders. Each holder of the
Common Stock shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation.
Section 3. Consideration for Shares. The Common Stock 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
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 non-assessable. The Articles shall not be amended in this
particular.
Section 4. Pre-emptive Rights. Except as may otherwise be
provided by the Board of Directors, no holder of any shares
of the stock of the Corporation, shall have any preemptive
right to purchase, subscribe for, or otherwise acquire any
shares or stock of the Corporation of any class now or
hereafter authorized, or any securities exchangeable for or
convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for,
purchase, or otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall
have the power to create and issue rights, warrants, or
options entitling the holders thereof to purchase from the
corporation any shares of its capital stock of any class or
classes, upon such terms and conditions and at such times and
prices as the Board of Directors may provide, which terms and
conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud,
the judgment of the Directors as to the adequacy of
consideration for the issuance of such rights or options and
the sufficiency thereof shall be conclusive.
ARTICLE VII ASSESSMENT OF STOCK: The capital stock of this
Corporation, after the amount of the subscription price has been
fully paid in, shall not be assessable for any purpose, and no
stock issued as fully paid up shall ever be assessable or
assessed. The holders of such stock shall not be individually
responsible for the debts, contracts, or liabilities of the
Corporation and shall not be liable for assessments to restore
impairments in the capital of the Corporation.
ARTICLE VIII DIRECTORS: For the management of the business, and
.for the conduct of the affairs of the Corporation, and for the
future definition, limitation, and regulation of the powers of
the Corporation and its directors and shareholders, it is further
provided:
Section 1. Size of Board. The members of the governing
board of the Corporation shall be styled directors. The
number of directors of the Corporation, their
qualifications, terms of office, manner of election, time
and place of meeting, and powers and duties shall be such
as are prescribed by statute and in the by-laws of the
Corporation. The name and post office address of the
directors constituting the first board of directors, which
shall be One (1) in number are:
NAME ADDRESS
DAVID WAGES 500, West College Parkway #V386
Carson City, Nevada 89706
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State
of Nevada, the Board of Directors is expressly authorized
and empowered:
(a) To make, alter, amend, and repeal the by-laws subject
to the power of the shareholders to alter or repeal the
by-laws made by the Board of Directors.
(b) Subject to the applicable provisions of the by-laws
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 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;
(c) To issue stock of the Corporation for money,
property, services rendered, labor performed, cash
advanced, acquisitions for other corporations or for
any other assets of value in accordance with the action
of the board of directors without vote or consent of
the shareholders and the judgment of the board of
directors as to value received and in return therefore
shall be conclusive and said stock, when issued, shall
be fully-paid and non-assessable.
(d) 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 therefore, any real or personal
property of the Corporation, including after-acquired
property;
(e) 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;
(f) 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 purpose;
(g) To establish bonus, profit-sharing, stock option, or
other types of incentive compensation plans for the
employees, including officers and directors, of the
Corporation, and to fix the amount of profits to be
shared or distributed, and to determine the persons to
participate in any such plans and the amount of their
respective participation.
(h) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees,
which, to the extent permitted by law and authorized by
the resolution or the by-laws, shall have and may
exercise the powers of the Board;
(i) To provide for the reasonable compensation of its own
members by by-law, and to fix the terms and conditions
upon which such compensation will he paid;
(j) In addition to the powers and authority herein before,
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 by-laws of the
Corporation.
Section 3. Interested Directors. No contract or transaction
between this Corporation and any of its directors, or
between this Corporation and any other corporation, firm,
association, or other legal entity shall be invalidated by
reason of the fact that the director of the Corporation has
a direct or indirect interest, pecuniary or otherwise, in
such corporation, firm, association, or legal entity, or
because the interested director was present at the meeting
of the Board of Directors which acted upon or in reference
to such contract or transaction, or because he participated
in such action, provided that: (1) the interest of each such
director shall have been disclosed to or known by the Board
and a disinterested majority of the Board shall have
nonetheless ratified and approved such contract or
transaction (such interested director or directors may be
counted in determining whether a quorum is present for the
meeting at which such ratification or approval is given); or
(2) the conditions of N.R.S. 78.140 are met.
ARTICLE IX LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The
personal liability of a director or officer of the corporation to
the corporation or the Shareholders for damages for breach of
fiduciary duty as a director or officer shall be limited to acts
or omissions which involve intentional misconduct, fraud or a
knowing violation of law.
ARTICLE X INDEMNIFICATION: Each director and each officer of
the corporation may be indemnified by the corporation as follows:
(a) The corporation may indemnify 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 attorneys' fees) ,
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with the action, suit or
proceeding, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suite or proceeding, by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does 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 or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(b) The corporation may 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 another
corporation, partnership, joint venture, trust or other
enterprise against expenses including amounts paid in settlement
and attorneys', fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit,
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
there from, to be liable to the corporation or for amounts paid
in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other
court of competent Jurisdiction determines upon application that
in view of all the circumstances of the case the person is fairly
and reasonably entitled to indemnity for such expenses as the
court deems proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections (a) and (b) of
this Article, or in defense of any claim, issue or
matter therein, he must be indemnified by the
corporation against expenses, including attorney's
fees, actually and reasonably incurred by him in
connection with the defense.
(d) Any indemnification under subsections (a) and (b)
unless ordered by a court or advanced pursuant to
subsection (e), must be made by the corporation only as
authorized in the specific case upon a determination
that indemnification of the director, officer, employee
or agent is proper in the circumstances. The
determination must be made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a
quorum consisting of directors who were not
parties to the act, suit or proceeding;
(iii) if a majority vote of a quorum consisting of
directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel
in a written opinion; or
(iv) if a quorum consisting of directors who were
not parties to the act, suit or proceeding cannot
be obtained, by independent legal counsel in a
written opinion.
(e) 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. The provisions
of this subsection do not affect any rights to
advancement of expenses to which corporate personnel
other than directors or officers may be entitled under
any contract or otherwise by law.
(f) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section:
(i) Does not exclude any other rights to which a
person seeking indemnification or advancement of
expenses may be entitled under the certificate or
articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or
otherwise, for either an action in his official
capacity or an action in another capacity while
holding his office, except that indemnification,
unless ordered by a court pursuant to subsection
(b) or for the advancement of expenses made
pursuant to subsection (e) may not be made to or
on behalf of any director or officer if a final
adjudication establishes that his acts or
omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material
to the cause of action.
(ii) Continues for a person who has ceased to be a
director, officer, employee or agent and inures
to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XI PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the State
of Nevada, the shareholders and the Directors shall have power to hold
their meetings, and the Directors shall have power to have
an office or offices and to maintain the books of the Corporation outside the
State of Nevada, at such place or places
as may from time to time be designated in the by-laws or by appropriate
resolution.
ARTICLE XII AMENDMENT OF ARTICLES: The provisions of these Articles of
Incorporation may be
amended, altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State
of Nevada, and additional provisions authorized by such laws as are then in
force may be added. All rights herein conferred on the directors, officers
and shareholders are granted subject to this reservation.
ARTICLE XIII INCORPORATOR: The name and address of the sole incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
DAVID WAGES 500, West College Parkway #V386
Carson City, Nevada 89706
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation this 1ST..
day of December , 1998.
Signed David Wages
STATE OF NEVADA )
) ss:
CARSON CITY )
On December 1, 1998, personally appeared before me, a Notary Public, David
Wages, who acknowledged to me that he executed the foregoing Articles of
Incorporation for HOLMES HERBS, INC. , a
Nevada corporation.
Signed Beverly Thompson
Notary Public
