ARTICLES OF INCORPORATION
Of
PAST-TELL LIMITED
WE, the undersigned natural persons, bona fide residents of Utah,
over the age of twenty-one years, associating to establish a
corporation for the business purposes hereinafter stated, do
hereby act as incorporators of a corporation pursuant to the Utah
Business Corporation Act, and we do adopt and declare the
following as Articles of Incorporation for the same:
ARTICLE I
The name of this Corporation is PAST-TELL LIMITED.
ARTICLE II
The initial registered agent and the registered office are:
Registered Agent: Sandra C. Sachs
Registered Office: 264 East 9800 South
Sandy City, Utah 84070
ARTICLE III
The Duration of this corporation is perpetual.
ARTICLE IV
The powers of this corporation shall be those enumerated,
granted and specified in the Utah Business Corporation Act, or
implied therefrom: and any and all powers necessary or convenient
to effect any or all of the purposes for which the corporation is
organized.
ARTICLE V
The purposes for which this corporation is organized, are:
Section 1. To generally engage in the business of publishing:
including but not limited to the buying and selling of
manuscripts, including plays, novels, short stories, poetry,
instruction manuals, catalogs and all other manner of prose. To
have such works prepared for printing; including editing, proof-
reading, type-setting and all other prerequisites to printing.
To publish and license said literature for public use.
Section 2. To engage in any and all other lawful business
endeavors.
ARTICLE VI
The aggregate number of shares which this corporation shall
have the authority to issue shall be twenty-five million
(25,000,000) shares of a par value of 1 mill ($0.001) per share,
or $25,000.
ARTICLE VII
There will be but one class of stock, namely common stock.
Each share shall be entitled to one vote in shareholder meetings
and cumulative voting is denied. All shares shall be non-
assessable with equal rights and privileges. Share holder pre-
emptive rights are not accorded shareholders.
ARTICLE VIII
The Board of Directors shall consist of no less than three
nor more than seven. The initial Board shall be three Directors,
as follows:
Sandra C. Sachs 264 East 9800 South, Sandy, Utah, 84070
Gene L. Bowling 175 East 5900 South, Murray, Utah, 84107
Wendy L. Prince 269 East 9800 South, Sandy, Utah, 84070
ARTICLE IX
This corporation shall not commence business until
consideration of at least one thousand dollars ($1,000.00) has
been paid into the corporation for the issuance of shares.
However, this requirement shall not preclude transactions of the
incurring of indebtedness which is incidental to its organization
or to the obtaining of subscriptions to or payment for its shares
by the founding group of individuals.
ARTICLE X
The following provisions shall govern shareholder meetings:
Section 1. An annual meeting of the shareholders shall be
held at time and place within or without the State, and in
further manner as may be provided in By-Laws or other action of
the Board. Failure to hold an annual meeting as provided shall
not, however, work a forfeiture or dissolution of the
corporation.
Section 2. Thirty percent (30%) of the shares of common
stock entitled to vote shall be necessary to constitute a quorum
of shareholders. Affirmative vote of the majority of shares
represented shall be the act of the shareholders, at any annual
or special meeting - unless higher approval is required by law
concerning a specific subject matter or proposition.
Section 3. Special meeting of the shareholders may be
called by the Board, the Chairman of the Board, the President, or
the holders of not less than ten percent (10%) of all shares that
would be entitled to vote at the meeting, or by such other
officers or persons as may be additionally provided in By-Laws.
ARTICLE XI
Other provision regulating internal affairs of the corporation are:
Section 1. A director need not be a shareholder.
Directors' terms shall be until proper stockholder meeting is
called and successors are elected and qualify. A majority of the
Board shall constitute a quorum. Board meetings may be held
within or without the State, upon notice or waives as prescribed
in By-Laws, neither the business to be transacted nor the
purposes of any regular or special Board meeting need be
specified in the notice of meeting, or waiver thereunto
appertaining.
Section 2. The affairs of the Corporation shall be
governed by these articles until By-Laws are adopted and
thereafter shall be governed by these Articles and the By-Laws.
The Board shall have the power to adopt By-Laws and amend same at
any regular or special Board meeting.
Section 3. The Board of Directors shall have the power
to fix the fiscal period of the corporation, and until changed
the fiscal period shall be the calendar year.
Section 4. Officers of the corporation shall include a
President, a Vice-President, and a Secretary and Treasurer whose
offices may be combined. Officers shall be elected by the Board.
Additional offices may be established through By-Laws or other
Board action. Upon election of Directors at shareholders
meetings, said Directors shall immediately convene as a Board and
elect officers. Tenure of officers otherwise shall be at
discretion of the Board.
Section 5. Duties of the Officers shall be those usually
and normally incumbent upon holders of such offices, and in
conformity with By-Laws adopted and policy set by the Board.
Officers shall prepare and maintain necessary and usual books,
records and financial accounts.
ACTICLE XII
No contract or other transaction between this corporation
and any other corporation or entity shall be affected or
invalidated solely by the fact that any director or officer of
this corporation is interested in, or is a director or officer of
such other corporation or entity; provided, that the full extent
of the interest and connection of such director or officer shall
have been fully or satisfactorily disclosed to this corporate
Board of Directors, and no Board member disapproves of such
contract or transaction under the circumstances disclosed.
Executed by the undersigned incorporators, at Salt Lake
City, Utah on this 5th day of July, 1984.
/s/ Sandra C. Sachs
Sandra C. Sachs, Director
/s/ Gene L. Bowling
Gene L. Bowling, Director
/s/ Wendy L. Prince
Wendy L. Prince, Director
State of Utah )
)ss.
County of Salt Lake )
BE IT KNOWN AND REMEMEBERED, that personally appearing
before me, a Notary Public in and for the County and State
aforesaid, Sandra C. Sachs, Wendy L. Prince and Gene Bowling,
personally known to me to be the same and being the incorporators
and all of same who signed the foregoing Articles of
incorporation; and I having made known to them and each of them
the contents of said Articles, they did under oath severally
acknowledge their signature as their free act and deed and that
the facts are truly set forth therein.
Given under my hand and seal of office this 5th day of July,
1984, Sandy City, Utah.
/s/
Notary Public
