EXHIBIT 3.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 16, 1999
No. C-3690-99
s/s Dean Heller
Dean Heller, Secretary of State
Articles of Incorporation
for
Emporia Systems
Know all men by these presents:
That the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under pursuant to the provision of
Nevada Revised Statutes 78.010 to Nevada Revised Statutes 78.090 inclusive, as
amended, and certify that;
1. The name of the corporation is EMPORIA SYSTEMS.
2. Offices for the transaction of any business of the corporation, and where
meetings of the board of Directors and Stockholders may be held, may be
established and maintained in any part of the State of Nevada, or in any other
state, territory, or possession of the United States.
3. The nature of the business is to engage in any lawful activity.
4. The capital stock shall consist of: 25,000,000 shares or common stock,
$0.001 par value.
5. The members of the governing board of the corporation shall be styled
directors, of which there shall be one or more, with the exact number to be
fixed by the by-laws of the corporation, provided the number so fixed by the
by-laws may be increased or decreased from time to time. Directors of the
corporation need not be stockholders. The FIRST BOARD OF DIRECTORS shall
consist of ONE director(s) and the names and addresses are, as follows:
(1) GEORGIOS POLYHRONOPOULOS, 38820 N. 25TH AVENUE, PHOENIX,AZ 85027
(2)
(3)
6. This corporation shall have perpetual existence.
7. This corporation shall have a President, Secretary, a treasurer, and a
resident agent, to be chosen by the Board of Directors. Any person may hold two
or more offices.
8. The Resident Agent of this corporation shall be:
RITE, INC., 1905 S. Eastern Ave., Las Vegas, NV 89104
9. The stock of this corporation, after the fixed consideration thereof has
been paid or performed, shall not be subject to assessment, and no individual
stockholder shall be liable for the debts and liabilities of the Corporation.
The Articles of Incorporation shall never be amended as to the aforesaid
provisions.
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10. No Director or Officer of this Corporation shall be personally liable to
the Corporation or to any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or commission of any
such director or officer provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer for acts of
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes. Any repeal or modification of this Article by the
Stockholders shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
SIGNATURE OF INCORPORATOR: (Signature of incorporator must be notarized) FOR
EMPORIA SYSTEMS.
I, the undersigned, being the incorporator for the purpose of forming a
corporation pursuant to the general corporation law of the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts within stated are true, and accordingly have hereunto set my hand
this 2nd day of March, 1999
/s/ Dolores J. Passaretti
----------------------------
Dolores J. Passaretti
Signature
1905 S. Eastern Ave., Las Vegas, NV 89104
State of Nevada )
)SS
County of Clark )
On the 16th of February, 1999, personally known to me to be the person whose
names are subscribed to the within document and acknowledged to me that they
executed the same in their authorized capacity.
/s/ Noal D. Farmer
-----------------------
Noal D. Farmer
Signature
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
No. C-3690-99
FEB 16, 1999
s/s Dean Heller
Dean Heller, Secretary of State
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY
RESIDENT AGENT
In the matter of: EMPORIA SYSTEMS.
I, RITE, INC. 1905 S. Eastern Ave., Las Vegas, NV
89104, County of CLARK.
Do hereby accept the appointment as Resident Agent of
the above named Corporation in accordance with NRS 78.090.
Furthermore that the registered
office in Nevada is located at;
1905 S. Eastern Ave., Las
Vegas, NV 89104
In witness Whereof, I have hereunto set my hand this 16th day of February, 1999
By /s/ Dolores J. Passaretti FOR RITE, INC.
---------------------------------------------
Dolores J. Passaretti
Signature
NRS 78.090 Except for any period of vacancy described in NRS 78097, Every
Corporation shall have a Resident Agent, Who may be either a natural person or a
corporation, resident or located in this state, in charge of the registered
office. The resident agent may be any bank or banking corporation, or other
corporation located and doing business in this state. The certificate of
acceptance must be filed at the time of the initial filing of the corporate
papers.
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STATE OF NEVADA
Secretary of State
I hereby certify that this is a
true and complete copy of
the document as filed in this
Office.
FEB 16 '99
/s/ Dean Heller
------------------
Dean Heller
Secretary of State
By: /s/ Shaynee Davis
--------------------------
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