Exhibit 3.1
ARTICLES OF INCORPORATION
OF
SILVERWING SYSTEMS CORPORATION
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 provisions of Nevada Revised Statutes
78.010 To Nevada Revised Statutes 78.090 inclusive, as amended, and certify
that;
ARTICLE I
The name of this corporation is Silverwing Systems Corporation The name and post
office address of the incorporator signing the Articles of Incorporation is:
Richard D. Fritzler, 1800 B. Sahara Avenue, Suite 107, Las Vegas, Nevada 89104.
The name and address of the initial member of the first Board of Directors is:
Richard D. Fritzler 1800 E. Sahara Avenue, Suite 107, Las Vegas, Nevada 89104.
ARTICLE II
The Resident Agent of this corporation in Nevada shall be Nevada Corporate
Services located at 1800 E. Sahara Avenue, Suite 107, Las Vegas, Clark County,
Nevada, 89104. Offices for the transaction of any business of the Corporation,
and where meetings of the Board of Directors and of Stockholders may be held.
may be established and maintained in any other part of the State of Nevada, or
in any other state, territory or possession of the United States of America, or
in any foreign country as the Board of Directors may, from time to time
determine.
ARTICLE III
The nature of the business and the objects and purpose proposed to be
transacted, promoted or carried on by the Corporation is to conduct any lawful
activity in accordance with the Laws of the State of Nevada and the United
States of America, including but not limited to the following;
Shall have the rights privileges and powers as may be conferred upon a
corporation by any existing law.
May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
3) This corporation shall have perpetual existence.
4) To sue or be sued in any Court of Law.
5) To make contracts.
To hold, purchase and convey real and personal estate and to mortgage or lease
any such real and personal estate with its franchises. The power to hold real
and personal estate shall include the power to take the same by device or
bequest in this state, or in any other state, territory or country.
To appoint such officers and agents as the affairs of the Corporation shall
require, and to allow them suitable compensation.
To make By-Laws not inconsistent with the Constitution or Laws of the United
States, or of the State of Nevada, for the management, regulation and government
of its affairs and property, the transfer of its stock, the transaction of its
business, and the calling and holding of meetings of its Stockholders.
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1. To wind up and dissolve itself, or be wound tip and dissolved, according to
existing law.
2. To adopt or use a common seal or stamp, and alter the same at pleasure. The
use of a seal or stamp by the Corporation on any corporate document is not
necessary. The Corporation may use a seal or stamp if it desires, but such
use or nonuse shall not in any way affect the legality of the document.
3. To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specific time or
times, or payable upon the happening of a specified event or events,
whether secured by mortgage, pledge or other security, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for
any other lawful object.
4. To guarantee, purchase, hold, take, obtain, receive, subscribe for, own,
use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or
otherwise acquire, transfer or deal in or with bonds or obligations of, or
shares, securities or interests in or issued by, any person, government,
governmental agency or political subdivision of government, and to exercise
all the rights, powers and privileges of ownership of such an interest,
including the right to vote, if any.
5. To purchase, hold, sell and transfer shares of its own capital stock, and
use therefor its capital, capital surplus, surplus, or other property or
funds.
6. To conduct business, have one or more offices, and hold, purchase, mortgage
and convey real and personal property in this state, and in any of the
several states, territories, possessions and dependencies of the United
States, the District of Columbia, and any foreign countries.
7. To do everything necessary and proper for the accomplishment of the objects
enumerated in its Articles of Incorporation, or in any amendment thereof or
necessary or incidental to the protection and benefit of the Corporation,
and, in general, to carry on any lawful business necessary or incidental to
the attainment of the objects of the Corporation, whether or not the
business is similar in nature to the objects set forth in the Articles of
Incorporation, or in any amendment thereof.
8. To make donations for public welfare or for charitable, scientific or
educational purposes.
9. To enter into partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
ARTICLE IV
The capital stock of this corporation shall consist of twenty-five million
shares of common stock (25,000,000), with a par value of $0.001 per share, all
of which stock shall be entitled to voting power. The Corporation may issue the
shares of stock for such consideration as may be fixed by the Board of
Directors.
ARTICLE V
The members of the governing board of this corporation shall be styled
directors. The Board of Directors shall consist of one (1) person. The number of
directors of this corporation may, from time to time, be increased or decreased
by an amendment to the By-Laws in that regard and without the necessity of
amending the Articles of Incorporation. A majority of the Directors in office,
present at any meeting of the Board of Directors, duly called, whether regular
or special, shall always constitute a quorum for the transaction of business,
unless the By-Laws otherwise provide.
ARTICLE VI
This corporation shall have a president, a secretary, a treasurer, and a
resident agent, to be chosen by the Board of Directors, any person may hold two
or more offices.
ARTICLE VII
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The capital stock of the Corporation, after the fixed consideration thereof has
been paid or performed, shall not be subject to assessment, and the individual
Stockholders of this corporation shall not be individually liable for the debts
and liabilities of the Corporation, and the Articles of Incorporation shall
never be amended as to the aforesaid provisions.
ARTICLE VIII
The Board of Directors is expressly authorized: (subject to the By-Laws, if any,
adopted by the Stockholders)
1. To make, alter or amend the By-Laws of the Corporation.
2. To fix the amount in cash or otherwise, to be reserved as working capital.
3. To authorize and cause to be executed mortgages and liens upon the property
and franchises of the Corporation.
4. To by resolution or resolutions passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more
of the Directors of the Corporation, which, to the extent provided in the
resolution or resolutions 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 business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers on which
the Corporation desires to place a seal. Such committee or committees shall
have such name or 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.
5. To sell, lease or exchange all of its property and assets, including its
goodwill and its corporate franchises, upon such terms and conditions as
the board deems expedient and for the best interests of the Corporation,
when and as authorized by the affirmative vote of the Stockholders holding
stock in the Corporation entitling them to exercise at least a majority of
the voting power given at a Stockholders meeting called for that purpose.
ARTICLE IX
The Directors of this corporation need not be Stockholders.
ARTICLE X
In the absence of fraud, no contract or other transaction of the Corporation
shall be affected by the fact that any of the Directors are in any way
interested in, or connected with, any other party to such contract or
transaction, or are themselves, parties to such contract or transaction,
provided that this interest in any such contract or transaction of any such
director shall at any time be fully disclosed or otherwise known to the Board of
Directors, and each and every person who may become a director of the
Corporation is hereby relieved of any liability that might otherwise exist from
contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested.
ARTICLE XI
No director or officer of the Corporation shall be personally liable to the
Corporation or any of its Stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission 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 or 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 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.
ARTICLE XII
Except to the extent limited or denied by Nevada Revised Statutes 78.265
Shareholders shall have no preemptive right to acquire unissued shares, treasury
shares or securities convertible into such shares, of this corporation.
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I, the undersigned, being the incorporator hereinbefore named 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 herein stated are true, and accordingly have hereunto
set my hand.
/s/ signature/
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Resident Agent
State of Nevada )
)ss
Clark County )
On August 25, 1998 personally appeared before me, the undersigned, a Notary
Public, Richard Fritzler, known to me the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.
/s/ Kristi Richardson
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Notary Public
