EX 3
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
FREEDOM SURF, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and by
virtue of the laws of the State of Nevada, do hereby adopt the following
Articles of Incorporation.
1. Name of Company:
FREEDOM SURF, INC.
2. Resident Agent:
The Resident Agent of the company is:
Globalwide Investment Company, LLC
Brian Dvorak, Member
3450 E. Russell Road
Las Vegas, NV 89121
3. Board of Directors:
The company shall initially have three (3) directors. These individuals
shall serves as directors until their successor or successors have been elected
and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation, and without the necessity
of amending these Articles of Incorporation. A majority of the directors in
office, present at any meeting of the Board of Directors duly called, whether
physically or telephonically present, whether regular or special, shall always
constitute a quorum of the transaction of business, unless the bylaws shall
otherwise provide. The names and mailing addresses of the initial directors are:
Raece Richardson 3450 E. Russell Road, Las Vegas, NV 89121
David McKenzie 3450 E. Russell Road, Las Vegas, NV 89121
Martin Gilcrest 3450 E. Russell Road, Las Vegas, NV 89121
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4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority
to issue shall consist of 20,000,000 shares of Common Stock having a $.001 par
value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The
Common Stock and/or Preferred Stock of the Company may be issued from time to
time without prior approval by the stockholders. The Common Stock and/or
Preferred 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 and/or Preferred 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 of resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall not
have any preference, preemptive right or right of subscription to acquire shares
of the Corporation authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or to be authorized
or issued or to be authorized or issued, 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 in its sole discretion, may determine from time
to time.
6. Director's and Officer's 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
international misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of the Article by
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 of omissions prior to such repeal of
modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he or
she or a person with whom he or she is a legal representative, is or was a
director of the Corporation, or who is serving at the request of the Corporation
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as a director or officer of another corporation, or is a 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 attorney's fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right and which may
be enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
Corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under 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 or she is not entitled to be indemnified
by the Corporation. Such right of indemnification shall not be exclusive of any
other right of 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 bylaw,
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 Board of Directors
may adopt By-Laws from time to time without 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 or maintain insurance
on behalf of any person who is or was a director or officer.
8. Amendments:
Subject at all times to the express provisions of Section 4 on the
Assessment of Shares, this Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers conferred by statute,
the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, is any adopted by the shareholders, to make, alter
or repeal the By-Laws of the corporation;
(b) To authorize and cause to be executed mortgages and lines, with our without
limitations as to the amount, upon the real and personal property of the
corporation.
(c) To authorize the guaranty by the Corporation of the securities, evidences of
indebtedness and obligations of other persons, corporations or business
entities;
(d) To set apart out of any funds of the Corporation available for dividends a
reserve or reserves for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole Board, to designate one
or more committees to consist of one or more Directors or the Corporation,
which, to the extent provided on the resolution or in the By-Laws of the
Corporation, shall have and may authorize the seal of the Corporation to be
affixed to all papers which may require it. such committee or committees shall
have name and 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
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All the corporate powers of the Corporation shall be exercised by the Board
of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereby set my hand on this ___ day of November, 1999,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Karla Reeder
Address: 3450 E. Russell Road
Las Vegas, NV 89121
Signature: /s/ Karla Reeder
--------------------
Karla Reeder, Incorporator
State of Nevada )
) ss:
County of Clark )
The foregoing instrument was acknowledged before me this 17th day of
November, 1999.
/s/ B Dvorak
---------------- ---------------------------------
Notary Public of Official Seal
said county and state
Certificate of Acceptance of Appointment of Resident Agent:
I, Brian Dvorak, for Globalwide Investment Company, a Nevada Limited
Liability Company, hereby accepts appointment as Resident Agent for the
above-named corporation.
/s/ B Dvorak
-----------------
Brian Dvorak
Globalwide Investment Company, LLC
Resident Agent
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