ARTICLES OF INCORPORATION OF
Pure Country
FIRST: The name of the corporation is:
PURE COUNTRY
SECOND: Its registered office in the State of Nevada is located
at 1331 South Riverview Drive, Gardnerville, Nevada 89410 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 stock, the transaction of
its business, and the calling 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 stocks, 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 for 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 or the
several, territories, possessions and dependencies of the United
States, the District of Columbia, and any foreign countries.
(0) 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 in 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.
FOURTH: That the total number of voting common stock authorized
that may be issued by the Corporation is TWENTY-FIVE THOUSAND
(25,000) shares of stock without nominal or 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 two(2) in number and listed as follows:
NAME POST OFFICE ADDRESS
Robert J. McGlynn 1331 South Riverview
Gardnerville, Nevada 89410
Cheryl Mall 1331 South Riverview
Gardnerville, Nevada 89410
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
Cheryl Mall 1331 South Riverview
Gardnerville, Nevada 89410
EIGHTH: The resident agent for this corporation shall be:
ROBERT J. McGLYNN
The address of said agent, and, the registered or statutory
address of this corporation in the State of Nevada, shall be:
1331 South Riverview
Gardnerville, Nevada 89410
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 others securities convertible
into stock may be issued or disposed of by the Board of Directors
to such persons and on such terms as in It's 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 set my
hand this 27th day of July, 1995.
s/Cheryl Mall
Cheryl Mall
STATE OF NEVADA )
) ss
CARSON CITY )
On this 27th day of July ,1995, in Carson City, Nevada, before
me, the undersigned, a Notary Public in and for Carson City,
State of Nevada, personally appeared:
Cheryl Mall
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/Becky L Butler
Notary Public
I, Robert J. McGlynn, hereby accept as Resident Agent for the
previously named Corporation.
s/Robert J McGlynn
Date Robert J McGlynn
