FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 12 2000
C18882-00
/S/Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
GLOBALWISE INVESTMENTS, INC.
The undersigned, natural person of eighteen years or more of age,
acting as incorporator of a Corporation (the "Corporation") under the Nevada
Revised Statutes, adopts the following Articles of Incorporation for the
Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Globalwise Investments, Inc.
ARTICLE II
SHARES
The amount of the total authorized capital stock of the Corporation
is 20,000,000 shares of common stock, par value $.001 per share. Each share
of common stock shall have one (1) vote. Such stock may be issued from time
to time without any action by the stockholders for such consideration as may
be fixed from time to time by the Board of Directors, and shares so issued,
the full consideration for which has been paid or delivered, shall be deemed
the full paid up stock, and the holder of such shares shall not be liable for
any further payment thereof. Said stock shall not be subject to assessment to
pay the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.
The Corporation is authorized to issue 20,000,000 shares of common
stock, par value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is
2995 El Camino Rd., Las Vegas, Nevada 89146 and the name of its initial
registered agent at such address is Dennis Evans.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Anita Patterson 525 South 300 East
Salt Lake City, Utah 84111
<PAGE>
ARTICLE V
DIRECTORS
The members of the governing board of the 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
the Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and post office address of the first board of
directors, which shall be two in number, are as follows:
NAME ADDRESS
Don Mayer 525 South 300 East
Salt Lake City, Utah 84111
Anita Patterson 525 South 300 East
Salt Lake City, Utah 84111
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority to
make and alter, or amend, the bylaws, to fix the amount in cash or otherwise,
to be reserved as working capital, and to authorize and cause to be executed
the mortgages and liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine
whether, and to what extent, and at which times and places, and under what
conditions and regulations, the accounts and books of this Corporation, or any
of them, shall be open to the inspection of the stockholders; and no
stockholder shall have the right to inspect any account, book or document of
this Corporation except as conferred by the Statutes of Nevada, or authorized
by the directors or any resolution of the stockholders.
C. No sale, conveyance, transfer, exchange or other disposition
of all or substantially all of the property and assets of this Corporation
shall be made unless approved by the vote or written consent of the
stockholders entitled to exercise two-thirds (2/3) of the voting power of the
Corporation.
D. The stockholders and directors shall have the power to hold
their meetings, and keep the books, documents and papers of the Corporation
outside of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future
officer and director of the Corporation and each person who serves at the
request of the Corporation as an officer or director of the Corporation,
whether or not such person is also an officer or director of the Corporation,
against all costs, expenses and liabilities, including the amounts of
judgments, amounts paid in compromise settlements and amounts paid for
services of counsel and other related expenses, which may be incurred by or
imposed on him in connection with any claim, action, suit, proceeding,
investigation or inquiry hereafter made, instituted or threatened in which he
may be involved as a party or otherwise by reason of any past or future action
taken or authorized and approved by him or any omission to act as such officer
or director, at the time of the incurring or imposition of such costs,
expenses, or liabilities, except such costs, expenses or liabilities as shall
relate to matters as to which he shall in such action, suit or proceeding, be
finally adjudged to be liable by reason of his negligence or willful
misconduct toward the Corporation or such other Corporation in the performance
of his duties as such officer or director, as to whether or not a director or
officer was liable by reason of his negligence or willful misconduct toward
the Corporation or such other Corporation in the performance of his duties as
such officer or director, in the absence of such final adjudication of the
existence of such liability, the board of directors and each officer and
director may conclusively rely upon an opinion of legal counsel selected by or
in the manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.
The undersigned incorporator executed these Articles of
Incorporation, certifying that the facts herein stated are true this 7th day
of July, 2000.
/s/ Anita Patterson
_____________________________________
ANITA PATTERSON
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On this 10th day of July, 2000, personally appeared before me Anita
Patterson, personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.
/s/ Jeanne Ball
___________________________
NOTARY PUBLIC
<Notary seal:
Notary Public
M. JEANNE BALL
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
February 4, 2003
State of Utah>
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Globalwise Investments, Inc., I Dennis Evans, with
address at 2995 El Camino Rd., Las Vegas, Nevada 89146, hereby accept the
appointment as Resident Agent of Globalwise Investments, Inc. in accordance
with N.R.S. 78.090.
IN WITNESS WHEREOF, I hereunto set my hand this ___ day of July,
2000.
/s/ Dennis Evans
By: ___________________________________
Dennis Evans, Resident Agent
