FILED COPY
ARTICLES OF INCORPORATION
OF
NEW MILLENNIUM MEDIA INTERNATIONAL, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of the age of
eighteen (18) years or more, and desiring to form a corporation under the laws
of the State of Colorado, does hereby sign, verify and deliver in duplicate to
the Secretary of State of the State of Colorado these ARTICLES OF INCORPORATION.
ARTICLE I
NAME
The name of the corporation shall be New Millennium International, Inc.
ARTICLE II
CAPITAL
The aggregate number of shares which the corporation shall have authority
to issue is thirty-five million (35,000,000) shares of which a portion shall be
common stock and a portion shall be preferred stock, all as described below.
A. Common Stock. The aggregate number of common shares which the
corporation shall have the authority to issue is twenty-five million
(25,000,000), each with $.001 par value, which shares shall be designated
"Common Stock." Subject to all the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article,
the Common Stock of the corporation shall possess all such rights and privileges
as are afforded to capital stock by applicable law in the absence of any express
grant of rights or privileges in these Articles of Incorporation, including, but
not limited to, the following rights and privileges:
(i) dividends may be declared and paid or set apart for payment on the
Common Stock out of any assets or funds of the corporation legally
available for the payment of dividends;
(ii) the holders of Common Stock shall have unlimited voting rights,
including the right to vote for the election of directors and on all other
matters requiring stockholder action. Each
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holder of Common Stock shall have one vote for each share of Common Stock
standing in his name on the books of the corporation and entitled to vote,
except that in the election of directors each holder of Common Stock shall
have as many votes for each share of Common Stock held by him as there are
directors to be elected and for whose election the holder of Common Stock
has a right to vote. Cumulative voting shall not be permitted in the
election of directors or otherwise.
(iii) on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately providing for
the payment of all of its obligations and amounts payable in liquidation,
dissolution or winding up, and subject to the rights of the holders of
Preferred Stock, if any, the net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock.
B. Preferred Stock. The aggregate number of preferred shares which this
corporation shall have the authority to issue is ten million (10,000,000)
shares, each with $.001 par value, which shares shall be designated "Preferred
Stock." Shares of Preferred Stock may be issued from time to time in one or more
series as determined by the Board of Directors. The Board of Directors is hereby
authorized, by resolution or resolutions, to provide from time to time, out of
the unissued shares of Preferred Stock not then allocated to any series of
Preferred Stock, for a series of the Preferred Stock. Each such series shall
have distinctive serial designations. Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix and determine, and
is hereby expressly empowered to fix and determine, by resolution or
resolutions, the voting powers, full or limited, or no voting powers, and the
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations and restrictions thereof as provided
by Colorado law. Before issuing any shares of a class or series, the corporation
shall deliver to the secretary of state for filing articles of amendment to
these articles of incorporation that set forth information required by Colorado
law, including but not limited to, the designations, preferences, limitations,
and relative rights of the class or series of shares.
C. Voting. Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting group
entitled to vote at such meeting, represented in person or by proxy, shall
constitute a quorum of that voting group.
ARTICLE III
PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued shares of
stock of the corporation, or any options or warrants to purchase, subscribe for
or otherwise acquire any such unissued shares, or any
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shares, bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such unissued shares.
ARTICLE IV
CUMULATIVE VOTING
The shareholders shall not be entitled to use cumulative voting in the
election of directors.
ARTICLE V
REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be at 1601 West
Evans, Denver, Colorado 80223, and the name of the initial registered agent at
such address is Troy H. Lowrie. Either the registered office or the registered
agent may be changed in the manner provided by law.
ARTICLE VI
PRINCIPAL OFFICE The address of the initial principal office of the
corporation in this state is 1601 West Evans, Denver, Colorado 80223.
ARTICLE VII
INITIAL BOARD OF DIRECTORS
The initial board of directors of the corporation shall consist of one (1)
director, and the name and address of the person who shall serve as a director
until the first annual meeting of shareholders or until his successor is elected
and qualified is as follows:
Name Address
---- -------
Troy H. Lowrie 1601 West Evans
Denver, Colorado 80223
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The number of directors shall be fixed in accordance with the bylaws, or if
the bylaws fail to fix such number, then by resolution adopted from time to time
by the board of directors, provided that the number of directors shall not be
less than one (1).
ARTICLE VIII
INDEMNIFICATION
1. As used in this Article VIII, any word or words that are defined in
Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended
from time to time (the "Indemnification Sections"), shall have the same meaning
as provided in the Indemnification Sections.
2. The Corporation shall indemnify and advance expenses to a director or
officer in connection with a proceeding to the fullest extent permitted or
required by and in accordance with the Indemnification Sections.
3. The Corporation may, as determined by the Board of Directors of the
Corporation in a specific instance or by resolution of general application,
indemnify and advance expenses to an employee, fiduciary or agent in connection
with a proceeding to the extent permitted or required by and in accordance with
the Indemnification Sections.
4. This Article VIII shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under these Articles of Incorporation,
any Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise. The rights provided under this Article shall continue as to a person
who has ceased to be in the position which entitled him to such indemnification
and shall inure to the benefit of the heirs, estate or personal representative
of such a person. This Article shall not be deemed to preclude the Corporation
from indemnifying other persons from similar or other expenses and liabilities
as the Board of Directors of the Corporation may determine in a specific
instance or by resolution of general application.
ARTICLE IX
DIRECTORS' CONFLICTING INTERESTS TRANSACTIONS
1. Conflicting Interest Transaction. As used in this section, "conflicting
interest transaction" means any of the following:
(a) A loan or other assistance by the corporation to a director of the
corporation or to an entity in which a director of the corporation is a
director or officer or has a financial interest;
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(b) A guaranty by the corporation of an obligation of a director of
the corporation or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial interest; or
(c) A contract or transaction between the corporation and a director
of the corporation or between the corporation and an entity in which a
director of the corporation is a director or officer or has a financial
interest.
"Conflicting interest transaction" shall not include any transactions which
are deemed not to be conflicting interest transactions under the Colorado
Business Corporation Act, as amended.
2. Effect of Conflicting Interest Transaction. No conflicting interest
transaction shall be void or voidable or be enjoined, set aside, or give rise to
an award of damages or other sanctions in a proceeding by a shareholder or by or
in the right of the corporation, solely because the conflicting interest
transaction involves a director of the corporation or an entity in which a
director of the corporation is a director or officer or has a financial interest
or solely because the director is present at or participates in the meeting of
the corporation's board of directors or of the committee of the board of
directors which authorizes, approves, or ratifies the conflicting interest
transaction or solely because the director's vote is counted for such purpose
if:
(a) The material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known
to the board of directors of the committee, and the board of directors or
committee in good faith authorizes, approves, or ratifies the conflicting
interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less
than a quorum; or
(b) The material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are known
to the shareholders entitled to vote thereon, and the conflicting interest
transaction is specifically authorized, approved, or ratified in good faith
by a vote of the shareholders; or
(c) The conflicting interest transaction is fair as to the
corporation.
3. Common or Interested Directors. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes, approves, or ratifies the
conflicting interest transaction.
4. Notice to Shareholders. The board of directors of the corporation or a
committee thereof shall not authorize a loan, by the corporation to a director
of the corporation or to an entity in which a director of the corporation is a
director or officer or has a financial interest, or a guaranty, by the
corporation of an obligation of a director of the corporation or of an
obligation of an entity in which a director of the corporation is a director or
officer or has a financial interest, as provided in paragraph (a) of section (2)
of this Article until at least ten (10) days after written
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notice of the proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue of the loan
or guaranty were submitted to a vote of the shareholders.
ARTICLE X
DISTRIBUTIONS TO SHAREHOLDERS
The corporation may pay distributions on its shares without considering the
amount that would be needed if the corporation were to be dissolved at the time
of the distribution to satisfy the preferential rights upon dissolution to
shareholders whose preferential rights are superior to those receiving the
distributions.
ARTICLE XI
DIRECTOR LIABILITY
To the fullest extent permitted by the Colorado Business Corporation Act as
the same exists or may hereafter be amended, a director of the corporation shall
not be liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director.
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is as follows:
Kathy L. Waterman
Brenman Bromberg & Tenenbaum P.C.
1775 Sherman Street, Suite 1001
Denver, Colorado 80203
IN WITNESS WHEREOF, the above named incorporator signed these ARTICLES OF
INCORPORATION on 21st day of April, 1998.
/s/ Kathy L. Waterman
------------------------------
Kathy L. Waterman
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CONSENT OF REGISTERED AGENT
I hereby consent to my appointment as initial Registered Agent of the
Corporation in the foregoing Articles of Incorporation.
/s/ Troy H. Lowrie
----------------------------
Troy H. Lowrie, Registered Agent
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Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
STOCK CHANGE (303) 894-2251
Fax (303) 894-2242
MUST BE TYPED
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelope ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation: Increase the Company's authorized common stock from
25,000,000 to 75,000,000 shares and Designate 5,000.000 shares of the company's
Series A Preferred Stock.
FIRST: The name of the corporation is New Millennium Media International, Inc.
SECOND: The following amendment to the Articles of Incorporation was adopted on
July 17th, 2000, as prescribed. by the Colorado Business Corporation Act, in the
manner marked with an X below;
No shares have been issued or Directors Elected - Action by Incorporators
No shares have been issued but Directors Elected - Action by Directors
Such amendment was adopted by the board of directors where shares have been
issued and shareholder action was not required.
[X] Such amendment was adopted by a vote of the shareholders. The number of
shares voted for the amendment was sufficient for approval.
THIRD: If changing corporate name, the new name of the corporation is N/A
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows: N/A
If these amendments are to have a delayed effective date, please list that date.
N/A
(Not to exceed ninety (90) days from the date of filing)
