<PAGE> 1
EXHIBIT 3.1
FILED WITH THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 13 1994
CHERYL A. LAU SECRETARY OF STATE
/s/ CHERYL A. LAU
887-8-94
--------
ARTICLES OF INCORPORATION
OF
MAGNOLIA VENTURES. INC.
a Nevada corporation
I, the undersigned, being the original incorporator herein named, for
the purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is MAGNOLIA VENTURES, INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent. The name and address of the Resident Agent
for service of process is Nevada Corporate Headquarters, Inc., 3132 West Post
Road, Las Vegas, Nevada 89118.
Section 2.02. Registered Office. The address of its Registered Office is
3132 West Post Road, Las Vegas, Nevada 89118.
Section 2.03. Other Offices. The Corporation may also maintain offices
for the transaction of any business at such other places within or without the
State of Nevada as it may from time to time determine. Corporate business of
every kind and nature may be conducted, and meetings of directors and
stockholders held outside the State of Nevada with the same effect as if in the
State of Nevada.
<PAGE> 2
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful activity,
within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The total number of shares of authorized
capital stock of the Corporation shall consist of a single class of two thousand
five hundred (2,500) shares of common stock, no par value.
The Common Stock may be issued from time to time without action by the
stockholders. The Common 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 shares of Common 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 adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, 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 may determine from time to time.
Section 4.03. Non-Assessability of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been paid, in money,
property or services, as the directors shall determine, shall not be subject to
assessment to pay the debts of the corporation, nor for any other purpose, and
no
2
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stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.
Section 5.02. Initial Board of Directors. The initial Board of Directors
shall consist of one (1) member. The name and address of the initial member of
the Board of Directors is as follows:
NAME ADDRESS
---- -------
Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126
This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.
Section 5.03. Change in Number of Directors. The number of directors may
be increased or decreased by a duly adopted amendment to the By-Laws of the
corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Cort W. Christie, P.O. Box
27740, Las Vegas, Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
3
<PAGE> 4
ARTICLE VIII
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 law or (ii) the unlawful
payment of distributions. 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 IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its 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
settlement) reasonably incurred or suffered by him 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 or criminal action, suit or proceeding
4
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must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon 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 is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which 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 by-law, 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 stockholders or
Board of Directors may adopt by-laws from time to time with 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
and maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
5
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ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute
the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons, corporations and
business entities;
(4) To set apart out of any of the funds of the corporation available
for distributions a reserve or reserves for any proper purpose and to abolish
any such reserve;
(5) By resolution, to designate one or more committees, each committee
to consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws 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 authorize the seal of the
corporation to be affixed to all
6
<PAGE> 7
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the Bylaws of the corporation or as may be
determined from time to time by resolution adopted by the Board of Directors;
and
(6) To authorize the corporation by its officers or agents to exercise
all such powers and to do all such acts and things as may be exercised or done
by the corporation, except and to the extent that any such statute shall require
action by the stockholders of the corporation with regard to the exercising of
any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 23RD day of MAY,
1994, hereby declaring and certifying that the facts stated hereinabove are
true.
/s/ CORT W. CHRISTIE
--------------------------------
Incorporator
<PAGE> 8
ACKNOWLEDGMENT
STATE OF NEVADA)
SS:
COUNTY OF CLARK)
On this 23RD day of MAY, 1994, personally appeared before me, a Notary
Public (or judge or other authorized person, as the case may be), CORT W.
CHRISTIE, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
/s/ SCOTT JOSEPH LETOURNEAU
----------------------------------
NOTARY PUBLIC in and for said
County and State
[SEAL ] Scott Joseph Letourneau
Notary Public - Nevada
CLARK COUNTY
My Appt. exp. Mar. 29, 1997
I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as Resident Agent
for the previously named Corporation.
MAY 23RD, 1994 /s/ SCOTT JOSEPH LETOURNEAU
---------------------------------
Office Administrator
8
<PAGE> 9
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 13 1994
CHERYL A. LAU SECRETARY OF STATE
/s/ CHERYL A. LAU
8878-94
ARTICLES OF INCORPORATION
OF
MAGNOLIA VENTURES, INC.
a Nevada corporation
I, the undersigned, being the original incorporator herein named, for
the purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is MAGNOLIA VENTURES, INC.
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent. The name and address of the Resident Agent
for service of process is Nevada Corporate Headquarters, Inc., 3132 West Post
Road, Las Vegas, Nevada 89118.
Section 2.02. Registered Office. The address of its Registered Office is
3132 West Post Road, Las Vegas, Nevada 89118.
Section 2.03. Other Offices. The Corporation may also maintain offices
for the transaction of any business at such other places within or without the
State of Nevada as it may from time to time determine. Corporate business of
every kind and nature may be conducted, and meetings of directors and
stockholders held outside the State of Nevada with the same effect as if in the
State of Nevada.
<PAGE> 10
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The total number of shares of authorized
capital stock of the Corporation shall consist of a single class of two thousand
five hundred (2,500) shares of common stock, no par value.
The Common Stock may be issued from time to time without action by the
stockholders. The Common Stock may be issued for such consideration as may he
fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of Common 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 adopted by them.
Section 4.02. No Preemptive Rights. Holders of the Common Stock of the
corporation shall not have any preference, preemptive right, or right of
subscription to acquire any shares of the corporation authorized, issued or
sold, or to be authorized, issued or sold, 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 may determine from time to time.
Section 4.03. Non-Assessability of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been paid, in money,
property or services, as the directors shall determine, shall not be subject to
assessment to pay the debts of the corporation, nor for any other purpose, and
no
2
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stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in this Particular.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.
Section 5.02. Initial Board of Directors. The initial Board of Directors
shall consist of one (1) member. The name and address of the initial member of
the Board of Directors is as follows:
NAME ADDRESS
Cort W. Christie L???89126
This individual shall serve as Director until the first annual meeting
of the stockholders or until his successor(s) shall have been elected and
qualified.
Section 5.03. Change in Number of Directors. The number of directors may
be increased or decreased by a duly adopted amendment to the By-Laws of the
corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Cort W. Christie, P.O. Box
27740, Las Vegas, Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
3
<PAGE> 12
ARTICLE VIII
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 law or (ii) the unlawful
payment of distributions. 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 IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its 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
settlement) reasonably incurred or suffered by him 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 or criminal action, suit or proceeding
4
<PAGE> 13
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon 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 is not entitled to be
indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right which 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 by-law, 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 stockholders or
Board of Directors may adopt by-laws from time to time with 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
and maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
5
<PAGE> 14
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repel any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute
the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the stockholders, to make,
alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with or
without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons, corporations and
business entities;
(4) To set apart out of any of the funds of the corporation available
for distributions a reserve or reserves for any proper purpose and to abolish
any such reserve;
(5) By resolution, to designate one or more committees, each committee
to consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws 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 authorize the seal of the
corporation to be affixed to all
6
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papers which may require it. Such committee or committees shall have such name
or names as may be stated in the Bylaw's of the corporation or as may be
determined from time to time by resolution adopted by the Board of Directors;
and
(6) To authorize the corporation by its officers or agents to exercise
all such powers and to do all such acts and things as may be exercised or done
by the corporation, except and to the extent that any such statute shall require
action by the stockholders of the corporation with regard to the exercising of
any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 23RD day of MAY,
1994, hereby declaring and certifying that the facts stated hereinabove are
true.
/s/ CORT W. CHRISTIE
----------------------------------
Incorporator
7
<PAGE> 16
ACKNOWLEDGMENT
STATE OF NEVADA)
SS:
COUNTY OF CLARK)
On this 23RD day of MAY, 1994, personally appeared before me, a Notary
Public (or judge or other authorized person, as the case may be), CORT W.
CHRISTIE, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
/s/ SCOTT JOSEPH LETOURNEAU
----------------------------------
NOTARY PUBLIC in and for said
County and State
[NOTARY SEAL] Scott Joseph Letourneau
Notary Public - Nevada
Clark County
My appt. exp. March __, 1997
I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as Resident Agent
for the previously named Corporation. MAY 23RD, 199 Office Administrator
MAY 23RD, 1994 /s/ SCOTT JOSEPH LETOURNEAU
---------------------------------------
Office Administrator
[RECEIVED
MAY 26, 1994
Secretary of State]
8
<PAGE> 17
FILED # C8878-94
DEC 03 1999
IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Filed by:
MAGNOLIA VENTURES, INC.
Name of Corporation
We the undersigned PEGGY MELILLI,
----------------------------------------------------
President or Vice President
DENNIS MELILLI, Secretary of MAGNOLIA VENTURES, INC.
----------------------------------- ------------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 26th of October, 1999, adopted a resolution to amend the
original articles as follows:
RESOLVED: That Article IV, Section 4.01 of the Articles of Incorporation
be amended to read in full as follows:
"Section 4.01 - Number and Class. The total number of shares of stock
which the Corporation shall have authority to issue is Twenty-Five
Million (25,000,000). The par value of each of such shares is $.001. All
such shares are one class and are shares of Common Stock. Upon the
amendment of this Section to read as hereinabove set forth, each one (1)
outstanding shares is split, reconstituted and converted into one
hundred (100) shares.
The Common Stock may be issued from time to time without action by the
stockholders. The Common 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 shares of Common 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 adopted by them."
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation is 21,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ PEGGY MELILLI
-----------------------------
PEGGY MELILLI
President
/s/ DENNIS MELILLI
-----------------------------
DENNIS MELILLI
Secretary
<PAGE> 18
FILED # 0-8878-94
FEB 08 2000
IN THE OFFICE OF
/s/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION ATTACHMENT
1. Name of Corporation: MAGNOLIA VENTURES, INC.
---------------------------------------------------
2. Date of adoption of Amended and Restated Articles: January 31, 2000
---------------------
3. If the articles were amended, please indicate what changes have been
made:
(a) Was there a name change? Yes No X. If yes, what is the new
name? --- ---
(b) Did you change the resident agent? Yes No X. If yes, please
--- ---
indicate the new resident agent and address
----------------------------------------------------------------
(c) Did you change the purposes? Yes X No ___. Did you add Banking?
---
___, Gaming? ___, Insurance? ___, None of these? X.
---
(d) Did you change the capital stock? Yes X No ___. If yes, what is
---
the new capital stock? Authorized 25,000,00 common shares and
10,000,000 serial preferred shares
(e) Did you change the directors? Yes ___ No X. If yes, indicate
---
the change:
----------------------------------------------------------------
(f) Did you add the directors liability provision? Yes X No ___
(g) Did you change the period of existence? Yes ___ No X . If yes,
what is the new existence?
----------------------------------------------------------------
(h) If none of the above apply, and you have amended or modified the
articles, how did you change your articles?
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
/s/ PEGGY MELILLI
-----------------------------
Peggy Melilli, President
Date: January 31, 2000
I declare under penalty of perjury under the laws of the State of Nevada
that the foregoing is true and correct.
Executed this 31st day of January, 2000.
/s/ PEGGY MELILLI
-----------------------------
Peggy Melilli
<PAGE> 19
FILED # C-8878-94
---------
FEB 08 2000
IN THE OFFICE OF
Dean Heller
DEAN HELLER
SECRETARY OF STATE
RESTATED
ARTICLES OF INCORPORATION
OF
MAGNOLIA VENTURES, INC.
We the undersigned, Peggy Melilli, President and Dennis Melilli,
Secretary of Magnolia Ventures, Inc. do hereby certify:
1. That the Board of Directors of said corporation at a meeting duly
convened, held on the 31th day of January, 2000, adopted a resolution to restate
and amend the original articles, as amended, as follows:
ARTICLE I
NAME
Section 1.01. The name of the corporation is:
MAGNOLIA VENTURES, INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent. The name and address of the
Resident Agent for service of process is Nevada Corporate
Headquarters, Inc., 3132 West Post Road, Las Vegas, Nevada
89118.
Section 2.02. Registered Office. The office of its Registered
Office is 3132 West Post Road, Las Vegas, Nevada 89118.
Section 2.03. Other Offices. The Corporation may also maintain
offices for the transaction of any business at such other places
within or without the State of Nevada as it may from time to
time determine. Corporate business of every kind and nature may
be conducted, and meetings of directors and stockholders held
outside the State of Nevada with the same effect as if in the
State of Nevada.
-1-
<PAGE> 20
ARTICLE III
PURPOSE
The objects for which this corporation is formed are: To engage
in any lawful activity, including, but not limited to the
following:
A. Shall have such rights, privileges and powers as may
be conferred upon corporations by any existing law.
B. May at any time exercise such rights, privileges and
powers, when not inconsistent with the purposes and objects for
which this corporation is organized.
C. Shall have power to have succession by its corporate
name for the period limited in its certificate or Articles of
incorporation, and when no period is limited, perpetually, or
until dissolved and its affairs wound up according to law.
D. Shall have power to sue and be sued in any court of
law or equity.
E. Shall have power to make contracts.
F. Shall have power 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 estimate shall include the power to take the same by
devise or bequest in the State of Nevada, or in any other state,
territory or country.
G. Shall have power to appoint such officers and agents
as the affairs of the corporation shall require, and to allow
them suitable compensation.
H. Shall have power 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.
I. Shall have power to wind up and dissolve itself, or
be wound up or dissolved.
-2-
<PAGE> 21
J. Shall have power to adopt and 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 documents 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.
K. Shall have power 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
specified time or times, or payable upon the happening of a
specified event or events, whether secured by mortgage, pledge
or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful
object.
L. Shall have power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or
evidences of the indebtedness created by, any other corporation
or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities
or evidences of indebtedness, to exercise all the rights, powers
and privileges of ownership, including, the right to vote, if
any.
M. Shall have power to purchase, hold, sell and transfer
shares of its own capital stock, and use therefor its capital,
capital surplus, surplus, or other property or fund.
N. Shall have power to conduct business, have one or
more offices, an hold, purchase, mortgage and convey real and
personal property in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia, and any foreign
countries.
O. Shall have power to do all and everything necessary
and proper for the accomplishment of the objects enumerated in
its Certificate or Articles of Incorporation, or 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 corporation, whether or not such
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business is similar in nature to the objects set forth in the
certificate or articles of incorporation of the corporation, or
any amendment thereof.
P. Shall have power to make donations for the public
welfare or for charitable, scientific or educational purposes.
Q. Shall have power to enter into partnerships, general
or limited, or joint ventures, in connection with ant lawful
ARTICLE IV
SHARES OF STOCK
Section 4.01 - Number and Class. The total number of shares of
stock which the Corporation shall have authority to issue is
Twenty-Five Million (25,000,000) shares of Common Stock at $.001
par value and Ten Million (10,000,000) shares of Serial
Preferred Stock at $0.01 par value. Upon the amendment of this
Section to read as hereinabove set forth, each one (1)
outstanding share of Common Stock is split, reconstituted and
converted into one hundred (100) shares.
The Common Stock may be issued from time to time without action
by the stockholders. The Common 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 shares of
Common 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 adopted by them.
A. Each share of Common Stock shall entitle the holder
thereof to one vote on any matter submitted to a vote of or
consent of holders of Common Stock. Subject to the provisions of
applicable law and this Article Fourth, any dividends paid or
distributed on or with respect to the Common Stock of the
corporation shall be paid or distributed ratably to the holders
of its Common Stock. In the event of any liquidation,
dissolution or winding-up of the corporation, whether voluntary
or involuntary, after payment or provision for payment of the
debts and other liabilities of the corporation and any amounts
to which the holders of any Serial Preferred Stock shall be
entitled, as hereinafter provided, the holders of Common Stock
shall be entitled to share ratably in the remaining assets of
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the corporation.
B. Subject to the terms and provisions of this Article,
the Board of Directors is authorized to provide from time to
time for the issuance of shares of Serial Preferred Stock in
series and to fix and determine from time to time before
issuance the designation and relative rights and preferences of
the shares of each series of Serial Preferred Stock and the
restrictions or qualifications thereof, including, without
limiting the generality of the foregoing, the following:
(1) The series designation and authorized number
of shares;
(2) The dividend rate and the date or dates on
which such dividends will be payable;
(3) The amount or amounts to be received by the
holders in the event of voluntary or involuntary
dissolution or liquidation of the corporation;
(4) The price or prices at which shares may be
redeemed, if any, and any terms, conditions, limitations
upon such redemptions;
(5) The sinking fund provisions, if any, for
redemption or purchase of shares; and
(6) The terms and conditions, if any, on which
shares may be converted at the election of the holders
thereof into shares of other capital stock, or of other
series of Serial Preferred Stock, of the corporation.
C. The holders of the shares of Common Stock or Serial
Preferred Stock shall not be entitled to cumulative voting on
any matter.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board. The members of the Governing
Board of the Corporation shall be styled as directors.
Section 5.02. Initial Board of Directors. The initial Board of
Directors shall consist of one (1) member. The name and address
of the initial member of the Board
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of Directors is as follows:
NAME ADDRESS
---- -------
Cort W. Christie P.O. Box 27740
Las Vegas, Nevada 89126
This individual shall serve as Director until the first annual
meeting of the stockholders or until his successor(s) shall have
been elected and qualified.
Section 5.03. Change in Number of Directors. The number of
directors may be increased or decreased by a duly adopted
amendment to the By-Laws of the corporation.
ARTICLE VI
INCORPORATOR
Section 6.01. Incorporator. The name and address of the original
incorporator was Cort W. Christie, P.O. Box 27740, Las Vegas,
Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
Section 7.01. Duration. The corporation is to have a perpetual
existence.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
Section 8.01. 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 law or (ii) the unlawful payment of
distributions. 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.
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ARTICLE IX
INDEMNITY
Section 9.01. Indemnity. Every person who was or is a party to,
or is threatened to be made a part to, or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he,
or a person of whom he is the legal representative, is or was a
director or officer of the corporation, or is or was serving the
request of the corporation as a director or officer of another
corporation, or as its 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 settlement)
reasonably incurred or suffered by him 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
or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon 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 is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be
exclusive of any other right which 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
by-law 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
stockholders or Board of Directors may adopt by-laws from time
to time with 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 and
maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise against any liability
asserted
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against such person and incurred in any such capacity or arising
out of such status, whether or not the corporation would have
the power to indemnify such person.
The indemnification provided in this Article shall continue as
to a person who has ceased to be a director, officer, employee
or agent, and shall inure to the benefit of the heirs, executors
and administrators of such person.
ARTICLE X
AMENDMENTS
Section 10.01. Amended. This corporation reserves the right to
amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its Bylaws, in the manner now or
hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE IX
POWERS OF DIRECTORS
Section 11.01. Powers of Directors. In furtherance and not in
limitation of the powers conferred by statute, the Board of
Directors is expressly authorized:
A. Subject to the By-Laws, if any, adopted by the
stockholders, to make, alter or amend the By-laws of the
Corporation;
B. To authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation;
C. To authorize the guaranty by the corporation of
securities, evidences of indebtedness and obligations of other
persons, corporations and business entities;
D. To set apart out of any of the funds of the
corporation available for distributions a reserve or reserves
for any proper purpose and to abolish any such reserve;
E. By resolution, to designate one or more committees,
each committee to consist of at least one director of the
Corporation, which, to the extent
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provided in the resolution or in the Bylaws 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 authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
Bylaws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors; and
F. To authorize the Corporation by its officers or agents
to exercise all such powers and to do all such acts and things as
may be exercised or done by the Corporation, except and to the
extent that any such statute shall require action by the
stockholders of the corporation with regard to the exercising of
any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the Board of Directors
may exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, except as otherwise
provided herein by law.
2. The number of shares of the corporation outstanding and entitled to
vote on restatement and amendment to the Articles of Incorporation is 210,000;
that the said changes and restatement and amendment have been consented to and
approved by a majority vote of the stockholders holding at least a majority of
each class of stock outstanding and entitled to vote thereon.
IN WITNESS WHEREOF, we have hereunto set our hand this 31st day of January,
2000, hereby declaring that the facts stated herein are true.
/s/ PEGGY MELILLI
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Peggy Melilli
/s/ DENNIS MELILLI
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Dennis Melilli
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