ARTICLES OF INCORPORATION
OF
Clemmy Technologies 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:
The exact name of this Corporation is:
Clemmy Technologies 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 I 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 W. College Parkway
Suite 3V386
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; and
(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; and
(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 XIII
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
Suite V386
Carson City, NV 89706
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles
of Incorporation this 18th day of December, 1998.
By:/s/ David Wages
David Wages
STATE OF NEVADA
Lyon County
On December 18, 1998, personally appeared before me, a Notary Public, David
Wages, who acknowledged to me that he executed the foregoing Articles of
Incorporation for Clemmy Acquisition Corp., a Nevada corporation.
/s/ Beverly Thompson
Beverly Thompson,
NOTARY PUBLIC - NEVADA
APPT Recorded in LYON CO.
My Appt. EXP. March 1, 2002
