Exhibit 2.1 Articles of Incorporation of Shell, Inc.
ARTICLES OF INCORPORATION
State of Nevada
Secretary of State
FILED in the office of the Secretary of State of the
STATE OF NEVADA (seal)
March 20, 1996 File No. C 6197-1996
FIRST. The name of the corporation is:
SHELL, INC.
SECOND. Its registered office in the State of Nevada is located at 2533 North
Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an
office, or offices, in such other place within or without the State of Nevada 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 Nevada as well as within the
State of Nevada
THIRD. The objects for which this Corporation is formed are: To engage in any
lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period is
limited, perpetually, or until dissolved and its affairs wound up according to
law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate and
to mortgage or lease any such real and personal estate with its franchises. The
power to hold real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other state, territory or
country.
(G) Shall have power to appoint such officers and agents as the affairs of the
corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution or
laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the same
at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality of the
document.
(K) Shall have power to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in the State of Nevada,
and in any of the several states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for charitable,
scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by law.
FOURTH. That the total number of common stock authorized that may be issued by
the Corporation is TWENTY FIVE THOUSAND (25,000) shares of stock without nominal
par value and no other class of stock shall be authorized. 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:
NAME POST OFFICE ADDRESS
Patrick McMullen 2533 North Carson Street
Carson City, Nevada 89706
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.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Patrick McMullen 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
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 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 misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. 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
Nevada, 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 18th day of March, 1996.
/s/ Patrick McMullen
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 18th day of March, 1996 in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Patrick McMullen, Known to me to be the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.
/s/ Daniel Kramer
--------------------------
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
March 18, 1996 /s/ Patrick McMullen_
Date
