ARTICLES OF INCORPORATION
OF
AARDEN-BRYN ENTERPRISES, INC.
The undersigned, a natural person at least eighteen years of age, acting as
Incorporator for the purpose of forming a corporation pursuant to the provisions
of the Florida General Corporation Act, hereby certifies and adopts the
following Articles of Incorporation:
ARTICLE 1
The name of the corporation is AARDEN-BRYN ENTERPRISES, INC.
ARTICLE II
The period of its definition is perpetual.
ARTICLE III
The date and time of the commencement of the corporate existence shall be the
date of the filing of these Articles by the Department of State for the State of
Florida.
ARTICLE IV
The purpose or purposes for which the corporation is organized is to engage in
the transactions of any or all lawful business for which the corporation may be
incorporated under the provisions of the Florida General Corporation Act of the
State of Florida.
ARTICLE V
The aggregate number of shares which the corporation shall have authority to
issue is Ten Thousand (10,000) shares of capital stock, $.001 par value.
ARTICLE VI
The number of directors constituting the initial Board of Directors of the
corporation shall be two (2). The number of directors may be increased or
diminished from time to time pursuant to the Bylaws of the corporation, but
shall never be less than one (1). The names and addresses of the person who are
to serve as directors until the first annual meeting of shareholders or until
successors are elected and shall qualify are:
Johnny Aarden Director, President
13546 Klinger Circle
Port Charles, Florida
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Mark J. Bryn Director, Vice-President
301 Brickell Avenue
Suite 2101
Miami, Florida 33131
ARTICLE VII
The principle place of business will be:
Aarden-Bryn, Inc.
13546 Klinger Circle
Port Charles, Florida
ARTICLE VIII
The name and address of the initial incorporator and initial registered office
is:
Mark J. Bryn
301 Brickell Avenue
Suite 2101
Miami, Florida 33131
ARTICLE IX
The initial bylaws of the corporation shall be adopted by the Board of
Directors. Thereafter, bylaws of the corporation may be adopted, altered,
amended or repealed from time to time by either the shareholders or the Board of
Directors, but the Board of Directors shall not alter, amend or repeal any
bylaws adopted by the shareholders if the shareholders specifically provide that
such bylaws are not subject to amendment or repeal by the Directors.
Dated 17th day of April, 1991.
IN WITNESS WHEREOF, the undersigned incorporator executed these Articles of
Incorporation this 17th day of April, 1991.
/s/Mark J. Bryn
Mark J. Bryn
Incorporator
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STATE OF FLORIDA )
)ss.
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1991, by Mark J. Bryn.
/s/
Notary Public
Florida
Seal
My commission expires:
CERTIFICATE DESIGNATING REGISTERED AGENT AND REGISTERED OFFICE
In accordance with Section 48.091, Florida Statutes, the following is submitted:
AARDEN-BRYN ENTERPRISES, Inc., desiring to organize under the laws of
the State of Florida, hereby designates Mark J. Bryn as its registered
agent and 301 Brikell Avenue, Suite 2101, Miami, Florida, to accept
service of process.
ACCEPTANCE
Having been named as Registered Agent for the above-named corporation, the place
designated in this capacity, I further agree to comply with the provisions of
all statutes relative to the proper and complete performance of my duties.
/s/Mark J. Bryn
Mark J. Bryn
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FILED
98 APR 24 PM 2:42
Secretary of State
Tallahassee, Florida
ARTICLES OF AMENDMENT TO
AARDEN-BRYN ENTERPRISES, INC.
THE UNDERSIGNED, being the sole director and president of AARDEN-BRYN
ENTERPRISES, INC., does hereby amend the Articles of Incorporation of
AARDEN-BRYN ENTERPRISES INC. as follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be AARDEN-BRYN ENTERPRISES, INC.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE Ill
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $.001 par value,
ARTICLE V
PLACE OF BUSINESS
The address of the principal place of business of this corporation in the
State of Florida shall be One Biscayne Tower, Suite 2599, Miami, FL 33131. The
Board of Directors may at any time and from time to time move the principal
office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors, The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.
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ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the board of
Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9. 1. INSPECTION OF BOOKS. The board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2 CONTROL SHARE ACQUISITION. The provisions relating to any control share
acquisition as contained in Florida Statutes now, or hereinafter amended, and
any successor provision shall not apply to the Corporation.
9.3. QUORUM. The holders of shares entitled to one-third of the votes at a
meeting of shareholders shall constitute a quorum.
9.4. REQUIRED VOTE. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
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ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this corporation is such other party or is, or at some time in the future
becomes an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.
I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on April 23, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on Apr11 23, 1998.
/s/Mark J. Bryn
Mark J. Bryn, Sole Director
The foregoing instrument was acknowledged before me on April 23, 1998, by
Mark J. Bryn, who is personally known to me.
My commission expires: /s/E.P. Littman
E.P. Littman, Notary Public
My Commission #CC 627626
Expires: March 29, 2000
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