EXHIBIT 3.(i).1
FILED Articles of Incorporation Filing fee:
IN THE OFFICE OF THE (PURSUANT TO NRS 78) Receipt #:
SECRETARY OF STATE STATE OF NEVADA
OF THE
STATE OF NEVADA
[stamp] [State Seal]
FEB 19 1997
No. C3305-97 STATE OF NEVADA
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Dean Heller
Dean Heller Secretary of State
(For filing office use) Secretary of State (For filing office use) IMPORTANT:
Read instruction on reverse side before completing this form. TYPE OR PRINT
(BLACK INK ONLY)
1. NAME OF CORPORATION: SMART INDUSTRIES, INC.
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2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
(where process may be served)
Name of Resident Agent: Corporate Creations
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Street Address: 1504 #8-RS265 Main Street (PHYSICAL LOCATION ONLY!NO
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MAIL ALLOWED) Gardnerville
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Street No. Street Name City/Zip
Mailing Address (if different):
4521 PGA Boulevard, Suite 211,
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Palm Beach Gardens, FL 33410
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3. SHARES: (number of shares the corporation is authorized to issue) Number of
shares with par value: 20,000,000 Par value: $.001/share Number of shares
without par value:
4. GOVERNING BOARD: shall be styled as (check one): X Directors Trustees
The FIRST BOARD OF DIRECTORS shall consist of one member and the names and
addresses are as follows (attach additional pages if necessary):
Dale B. Finfrock, Jr. P.O. Box 669, Palm Beach, FL 33480
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Name Address City/State/Zip
5. PURPOSE (optional - see reverse side): The purpose of the corporation shall
be:
6. NRS 78.037: States that the articles of incorporation may also contain a
provision eliminating
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or limiting the personal liability of a director or officer except acts or
omissions which include misconduct or fraud. Do you want this provision to be
part of your articles? Please check one of the following:
YES X NO
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7. OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to NRS
78.037 or any other information you deem appropriate. If any of the additional
information is contradictory to this form it cannot be filed and will be
returned to you for correction. Number of pages attached 1 ---------
8. SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (signatures must be obtained) (Attach
additional pages if there are more than two incorporators).
Brian K. Fons Subscribed and sworn to before me this 19th day of February, 1997.
401 Ocean Drive #312 (Door Code 125)
Miami Beach, FL 33139-6625
/s/ Brian K. Fons /s/ Luis A. Uriarte
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Signature Notary Public
Luis A. Uriarte
[Notary Public Stamp]
9. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
I, Corporate Creations hereby accept appointment as Resident Agent for the above
named corporation.
/s/ illegible, Asst. Secretary 2-19-97
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Signature of Resident Agent Date
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Articles of Incorporation Filing fee:
(PURSUANT TO NRS 78) Receipt #
STATE OF NEVADA
[State Seal]
STATE OF NEVADA
For filing office use) Secretary of State (For filing office use)
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Attachment #1
3. SHARES: Continued
The Corporation shall also have the authority to issue 1,000,000 shares
of preferred stock, par value $.001 per share, which may be divided into series
and with preferences, limitations and relative rights determined by the Board of
Directors.
The Corporation elects not to be governed by the provisions of NRS
78.378 to 78.3793 governing the acquisition of a controlling interest in the
Corporation.
The Corporation also adopts the following additional provisions:
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.
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 bylaws 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 to
procure policies of insurance at this Corporation's expense.
Amendment of Bylaws
Notwithstanding anything in these Articles of Incorporation, the Bylaws, or
applicable state corporation law, the shareholders shall not adopt, modify,
amend or repeal bylaws 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.
Shareholders
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.
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Quorum. The holders of shares entitled to one-third of the votes at a meeting of
shareholders shall constitute a quorum.
Required Vote. Acts of the shareholders shall require the approval of holders of
50.01% of the outstanding votes of shareholders.
Contracts
A contract or other transaction between this Corporation and any person, firm or
other company shall be affected (illegible) the fact that any other officer or
director of this Corporation is, or at some time in the future becomes, an
officer, director or partner of such other contracting party, or has now or in
the future obtains a direct or indirect interest in such contract.
