Secretary of State
[seal]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary
of State, do hereby certify that PRIME EQUIPMENT CORP. did on
December 18, 1998 file in this office the original Articles of
Incorporation; that said Articles are now on file and of record
in the office of the Secretary of State of the State of Nevada,
and further, that said Articles contain all the provisions
required by law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the Great Seal of State, at my office, in
Carson City, Nevada, on December 18, 1998.
/s/ DEAN HELLER
Secretary of State
By /s/ DENISE A. BATES
Certification Clerk
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[File stamped as follows: State of Nevada, Dec 18 1998, No.
C29570-98, Dean Heller, Secretary of State]
ARTICLES OF INCORPORATION
OF
PRIME EQUIPMENT CORP.
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: That exact name of this corporation is:
Prime Equipment Corp.
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
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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 donation 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 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,
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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
Dave Wages 500 W. 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
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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 terns 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 contact 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
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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.
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(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
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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 ADDRESS
David Wages 500 W. College Parkway #V386
Carson City, Nevada 89706
IN WITNESS WHEREOF, the undersigned incorporator has executed
these Articles of Incorporation this 2nd day of December, 1998.
/s/ DAVID WAGES
------------------------
STATE OF NEVADA )
)ss
LYON COUNTY )
On December 2, 1998, personally appeared before me, a Notary
Public, David Wages, who acknowledged to me that he executed the
foregoing Articles of Incorporation for Prime Equipment Corp., a
Nevada corporation.
/s/ BEVERLY THOMPSON
-------------------------
Notary Public
[Beverly Thompson, Notary Public - Nevada, Appt. Recorded in Lyon
Co., My appt. Exp. March 1, 2002]
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