Articles of Incorporation
OF
E-Com Technologies Corp.
1. Name of Company:
E-Com Technologies Corp.
2. Resident Agent:
The resident agent of the Company is:
Nevada Internet Corporation Enterprises
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1) who
is Ron Jorgensen; 234 E. Woodstock Ave; Vancouver, BC V5W 1N1.
This individual shall serve as director until their successor or
successors have been elected and qualified. The number of
directors may be increased or decreased by a duly adopted
amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation
shall have authority to issue shall consist of 90,000,000 shares of
Common Stock having a $.001 par value, and 10,000,000 shares of
Preferred Stock having a $.001 par value. The Common and/or
Preferred Stock of the Company may be issued from time to time
without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors. The Board of
Directors may issue such share of Common and/or Preferred Stock in
one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the corporation
authorized, issued, or sold, or to be authorized, issued or sold,
or to any obligations or shares authorized or issued or to be
authorized or issued, and convertible into shares of the
corporation, nor to any right of subscription thereto, other than
to the extent, if any, the Board of Directors in its sole
discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of
the subscription price has been fully paid in, in money, property
or services, as the directors shall determine, shall not be subject
to assessment to pays the debts of the corporation, nor for any
other purpose, and no Common Stock issued as fully paid shall ever
be assessable or assessed, and the Articles of Incorporation shall
not be amended to provide for such assessment.
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, but
this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or
(ii) the unlawful payment of dividends. Any repeal or modification
of this Article by stockholders of the corporation 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.
7. Indemnity
Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation, or
is a representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner
desired by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be paid by
the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under 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 or she is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive
of any other right of such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality
of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their
rights under this article.
Without limiting the application of the foregoing, the
Board of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the fullest
indemnification permitted by the laws of the State of Nevada, and
may cause the corporation to purchase or maintain insurance on
behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section
5 on the Assessment of Shares, this corporation reserves the right
to amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its By-Laws, in the manner now or
hereafter prescribed by statute or the Articles of Incorporation or
said By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the
shareholders, to make, alter or repeal the By-Laws of the
corporation;
(b) To authorize and caused to be executed mortgages and
liens, with or without limitations as to amount, upon the real and
personal property of the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of other
persons, corporations or business entities;
(d) To set apart out of any funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole
board, to designate one or more committees to consist of one or
more directors of the of the corporation, which, to the extent
provided on the resolution or in the By-Laws of the corporation,
shall have and may exercise the powers of the Board of Directors in
the management of the affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names
as may be stated in the By-Laws of the corporation or as may be
determined from time to time by resolution adopted by the Board of
Directors.
All the corporate powers of the corporation shall be
exercised by the Board of Directors except as otherwise herein or
in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this
Friday, January 29, 1999, hereby declaring and certifying that
the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 106
Las Vegas, Nevada 89102
Signature: /s/ Thomas C. Cook
Thomas C. Cook, Esq.
State of Nevada )
County of Clark )
This instrument was acknowledged before me on January 29, 1999,
by Thomas C. Cook, Esq.
Signature: ________________________________
Notary Public
Certificate of Acceptance of Appointment as Resident Agent: I,
Ted D. Campbell II, on behalf of Nevada Internet Corporation
Enterprises ("NICE"), hereby accept appointment of NICE as the
resident agent for the above referenced company.
Signature: /s/ Ted D. Campbell II
Ted D. Campbell II
