ARTICLES OF INCORPORATION
OF
EXECUTIVEMANSIONS.COM, INC.
The undersigned, being a natural person of the age of twenty-one
(21) years or more and a subscriber to the shares of the Corporation to
be organized hereunder, for the purpose of forming a corporation under
Fla. Stat. Ch. 607, as amended, does hereby adopt the following Articles
of Incorporation.
ARTICLE I
The name and address of the Corporation is ExecutiveMansions.com,
Inc., and the street and mailing address of the Corporation is 5121
Costello Drive, Suite 2, Naples, Florida 34103.
ARTICLE II
The street address of the initial registered office of the
corporation shall be is 5121 Costello Drive, Suite 2, Naples, Florida
34103, and the name of the initial registered agent at that address shall
be John P. White.
ARTICLE III
The capital stock of the Corporation will consist of 10,000 shares
of common stock, $1.00 par value.
ARTICLE IV
The name and address of the incorporator is as follows:
John P. White
White and Associates
5121 Castello Drive, Suite 2
Naples, Florida 34103
ARTICLE V
The Board of Directors of the Corporation shall consist of not less
than one (1) and not more than five (5) persons who shall be elected at
the first meeting of the stockholders, but directors need not be
stockholders. The property and business of the Corporation shall be
managed and controlled by the Board of Directors. The names and addresses
of the members of the first Board of Directors, who shall hold office
until their successors are elected or appointed and have qualified are:
Ginny Lee
Naples Realty Services, Inc.
4099 Tamiami Trail North, 2nd Floor
Naples, Florida 34103
Michael Dion
Rcontest.com, Inc.
4989 Peachtree Parkway
Norcross, GA 30092
ARTICLE VI
The nature of the business and the objects and purposes for which
the Corporation is formed and which may be transacted, promoted and
carried on by the Corporation are to do any and all business permitted
under the laws of the State of Florida.
ARTICLE VII
The Bylaws of this Corporation may be amended, altered or repealed
by the Board of Directors.
ARTICLE VIII
The private party of the shareholders of this Corporation shall not
be subjected to the payment of corporate debts, except to the extent of
any unpaid balance of subscription of shares.
ARTICLE IX
Any person, upon becoming the owner or holder of any shares of stock
or other securities issued by this Corporation, does hereby consent and
agree that all rights, powers, privileges, obligations, or restrictions
pertaining to such person or such securities in any way may be altered,
amended, restricted, enlarged, or repealed by legislative enactments of
the State of Florida, or of the United States which have reference to or
affect corporations, such securities, or such person if any and that the
Corporation reserves the right to transact any business of the
Corporation, to alter, amend or repeal these Articles of Incorporation,
or to do any other acts or things authorized, permitted or allowed by
such legislative enactments.
ARTICLE X
Each director or officer, or former director or officer, of this
Corporation and his legal representatives, shall be indemnified by the
Corporation against liabilities, expenses, counsel fees and costs
reasonably incurred by him as a result of any action, suit, proceeding or
claim in which he is made a part by reason of his being or having been
such director or officer; and any person who, at the request of this
Corporation, served as director or officer of another corporation in
which this Corporation owned corporate stock, and his legal
representative shall in like manner be indemnified by this Corporation;
provided, that in neither case shall the Corporation indemnify such
director or officer with respect to any matters in which he shall be
finally adjudged in any such action, suit or proceeding to have been
liable for negligence or misconduct in the performance of his duties as
such director or officer. The indemnification herein provided for,
however, shall apply also in respect to any amount paid in compromise of
any such action, suit, or proceeding or claim asserted against such
director or officer (including expenses, counsel fees and costs
reasonably incurred in connection therewith), provided that the Board of
Directors shall have first approved such proposed compromise settlement
and determined that the officer or director involved was not guilty of
negligence or misconduct; but in taking such action, any director
involved shall not be qualified to vote thereon, and if for this reason a
quorum of the Board cannot be obtained to vote on such matter, it shall
be determined by a committee of three persons appointed by the
shareholders at a duly called special meeting or a regular meeting. In
determining whether a director or officer was guilty of negligence or
misconduct in relation to such matter, the Board of Directors or
committee appointed by the shareholders, as the case may be, may rely
conclusively upon an opinion of independent counsel selected by such
Board or committee. The right of indemnification herein provided shall
not be exclusive of any other rights to which such director or officer
may be lawfully entitled.
ARTICLE XI
No holder of common shares of this Corporation shall be entitled of
right to subscribe for, purchase, or receive any part of any new or
additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debenture, or other securities convertible
into stock may be issued and disposed of by the Board of Directors to
such person or persons and on such terms and for such consideration (so
far as may be permitted by law) as the Board of Directors, in their
absolute discretion, may deem advisable.
IN WITNESS WHEREOF, I have hereunto executed these Articles of
Incorporation on this September 2, 1999.
/s/ John P. White
John P. White, Incorporator
Sworn to and subscribed before me in Collier County, Florida
On this September 2, 1999.
/s/ Norma Vicent
Notary Public
My Commission Expires
Norma B. Vincent
My Commission # CC 578496
Expires: August 20, 2000
Bonded thru Notary Public Underwriters
