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EXHIBIT 1
ARTICLES OF INCORPORATION
OF
VALUABLE VENTURES, INC.
FIRST. The name of the corporation is:
VALUABLE VENTURES, 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>
Michael P. Martin 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>
Michael P. Martin 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 27th day of February, 1997.
/s/ Michael P. Martin
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Michael P. Martin
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