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EXHIBIT 1
ARTICLES OF INCORPORATION
OF
SWEETWATER INVESTING, INC.
FIRST. The name of the corporation is:
SWEETWATER INVESTING, INC.
SECOND. Its registered office in the State of Wyoming is
located at 1704 Westland Road, Cheyenne, Wyoming 82001. This Corporation may
maintain an office, or offices, in such other place within or without the State
of Wyoming as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Wyoming as well as
within the State of Wyoming.
THIRD. The objects for which this Corporation is formed are:
(A) To do all things necessary or convenient to carry out its
business and affairs, including without limitation power to:
(B) Sue and be sued, complain and defend in its corporate
name;
(C) Have a corporate seal, which may be altered at will, and
to use it, or a facsimile of it, by impressing or affixing it or in any other
manner reproducing it;
(D) Make and amend by-laws, not inconsistent with its articles
of incorporation or with the laws of this state, for managing the business and
regulating the affairs of the Corporation;
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(E) Purchase, receive, lease, or otherwise acquire, and own,
hold, improve, use, and otherwise deal with, real or personal property, or any
legal or equitable interest in property, wherever located;
(F) Sell, convey, mortgage, pledge, lease, exchange, and
otherwise dispose of all or any part of its property;
(G) Purchase, receive, subscribe for, or otherwise acquire,
own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and
deal in and with shares or other interests in, or obligations of, any other
entity;
(H) Make contracts and guarantees, incur liabilities, borrow
money, issue its notes, bonds, and other obligations which may be convertible
into or include the option to purchase other securities of the Corporation, and
secure any of its obligations by mortgage or pledge of any of its property,
franchises, or income;
(I) Lend money, invest and reinvest its funds, and receive and
hold real and personal property as security for repayment;
(J) Be a promoter, partner, member, associate, or manager of
any partnership, joint venture, trust, or other entity;
(K) Conduct its business, locate offices, and exercise the
powers granted by this act within or without this state;
(L) Elect directors and appoint officers, employees, and
agents of the Corporation, define their duties, fix their compensation, and lend
them money and credit;
(M) Pay pensions and establish pension plans, pension trusts,
profit sharing plans, share bonus plans, share option plans, and benefit or
incentive plans for any or all of its current or former directors, officers,
employees, and agents;
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(N) Make donations for the public welfare or for charitable,
scientific, or educational purposes;
(O) Transact any lawful business; and
(P) Make payments or donations, or do any other act, nor
inconsistent with law, that furthers the business and affairs of the
Corporation.
FOURTH. That the total number of voting common stock
authorized that may be issued by the Corporation is an UNLIMITED NUMBER of
shares of stock without nominal par value. Said shares may be issued by the
Corporation from time to time for such considerations as may be fixed by the
Board of Directors.
FIFTH. The governing board of this Corporation shall be known
as directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first Board of Directors shall
be one (1) in number and listed as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
Mindy Vogel 1704 Westland Road
Cheyenne, Wyoming 82001
</TABLE>
SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to pay
the debts of the Corporation.
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SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
<TABLE>
<CAPTION>
NAME POST OFFICE ADDRESS
---- -------------------
<S> <C>
Mindy Vogel 1704 Westland Road
Cheyenne, Wyoming 82001
</TABLE>
EIGHTH. The resident agent for this Corporation shall be:
LAUGHLIN WYOMING, INC.
The address of said agent, and, the registered or statutory address of this
Corporation in the State of Wyoming, shall be:
1704 Westland Road
Cheyenne, Wyoming 82001
NINTH. The Corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders,
to make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and
above its capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to
designate one (1) 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 in the By-Laws of the Corporation, shall have and may exercise
the powers of the Board of Directors in the
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management of the business and affairs of the Corporation. 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.
When and as authorized by the affirmative vote of the
Stockholders holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its Board of Directors deems expedient and for
the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of
right to subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. 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 (i) for acts
or omissions which involve intentional
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misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 17-16-833 of the Wyoming Statutes; (iii) for
any breach of the director's duty of loyalty, as defined by the Wyoming Business
Corporation Act, to the Corporation or it shareholders; or (iv) for any
transaction from which the officer or director derived an improper personal
benefit. 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.
THIRTEENTH. This Corporation reserves the right to amend,
alter, change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by statute, or by the
Articles of Incorporation, and all rights conferred upon Stockholders herein are
granted subject to this reservation.
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 Wyoming, 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 this 22ND day of March, 1996.
/s/ Mindy Vogel
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Mindy Vogel
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