Articles of Incorporation
STATE OF DELAWARE SECRETARY OF STATE
DIVISION OF CORRORATIONS
FILED 09:00 AM 01/31/2000
001047791- 3162654
CERTIFICATE OF INCORPORATION
OF
COMMUNICATE NOW.COM INC.
FIRST. The name of this corporation shall be:
COMMUNICATE NOW.COM INC.
SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
One Hundred Million {100,000,000) Shares At A Par Value Of $.0001 Per Share
Amounting To A Total of Ten Thousand Dollars ($10,000).
FIFTH. The name and mailing address of the incorporator is as follows:
Caryn Ricketts
The Company Corporation
1013 Centre Road
Wilmington, DE 19805.
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named,
has executed, signed and acknowledged this certificate of incorporation this
thirty-first day of January, A.D. 2000.
/s/ Caryn Ricketts
Caryn Ricketts
Incorporator
UNANIMOUS CONSENT OF DIRECOTRS
IN LIEU OF THE ORGANIZATIONAL MEETING OF
THE BOARD OF DIRECTORS OF
COMMUNICATE NOW .COM INC.
January 31,2000
The undersigned, being an the sole member of the Board of Directors of
COMMUNICATE NOW.COM INC.(the "Corporation"), hereby consents to the adoption of
the following resolutions, pursuant to the provisions of Delaware General
Corporation
Law:
1. Articles of Incorporation.
RESOLVED, that the Articles of Incorporation of the Corporation, as filed
and approved by the Secretary of State of the State of Delaware on January
31,2000, are hereby approved and accepted as the Articles of Incorporation of
this Corporation.
2. Directors.
RESOLVED, that the undersigned, being the person named in the Organization
Action in Writing of Incorporator of the Corporation as the sole Director of the
Corporation, hereby accepts appointment to such office and agrees to serve as
sole Director of the Corporation until the first annual meeting of shareholders
and until their successors shall have been duly elected and qualified, or until
their earlier death, resignation, disqualification or removal from office.
3. Minute Book.
RESOLVED, that the Minute Book presented by the Secretary is approved and
adopted, and the Secretary is directed to insert in it the Articles of
Incorporation and Certificate of Incorporation, the Bylaws and an minutes of
meetings of the Board of Directors and committees thereof and of the
shareholders.
4. Bylaws.
RESOLVED, that the Bylaws in the form inserted by the Secretary in the
corporate Minute Book are adopted as the Bylaws of this Corporation.
5. Seal.
RESOLVED, that the corporate seal, an impression of which appears on the
margin of these minutes is approved and adopted.
(SEAL)
6. Stock Certificate.
RESOLVED, that the form of share certificate, a copy of which is attached
to these minutes, is approved and adopted as the form of certificate evidencing
ownership of the common shares of this Corporation.
7. Issuance of Corporation's Stock.
RESOLVED, that the Corporation issue and sell its common shares, par value
$.0001 per share, in the following manner:
Number of
Shares to be Aggregate
Name of Purchaser Purchased Consideration
Damber Production Corp. 10,000,000 Prior services
a Texas corporation having a value
of not more
than $1000
David Hancock 10,000,000 Prior services
having a value of
not more than
$1000
RESOLVED FURTHER, that the total consideration received for the shares
$2,000.00 shall constitute stated capital.
RESOLVED FURTHER, that the certificates to be issued upon receipt by the
Corporation of the consideration set forth above shall bear a legend of
investment restriction satisfactory to counsel for the Corporation and
consistent with the buyers' investment representations, and a legend
satisfactory to such counsel regarding the denial of preemptive and cumulative
voting rights.
RESOLVED FURHTER, that upon receipt of full payment for the shares the
Corporation will have received therefor at least the amount of capital required
by the Delaware General Corporation Law before the Corporation may commence
business, and the outstanding shares will be fully paid and nonassessable.
8. Officers.
RESOLVED, that the following persons are elected to the office or offices
set forth below opposite their names, to serve until the first annual meeting of
the Board of Directors of the Corporation and until their successors shall have
been duly elected and qualified, or until their earlier death, resignation,
disqualification or removal from office.
Name Office
David Hancock President and Secretary
9. F1scal Year.
RESOLVED, that the first fiscal year of the Corporation shall begin on the
first day of January and end on the last day of December in each year; and that
the proper officers of the Corporation are authorized, empowered and directed,
on behalf of the Corporation to keep the books of account and financial records
of the Corporation in accordance with such fiscal year.
10. Depository.
RESOLVED, that a regular bank account in the name of the Corporation be
opened in such depositories as the executive officers of the Corporation shall
from time to time designate, wherein may be deposited any of the funds of the
Corporation and from which withdrawals are hereby authorized in the name of the
Corporation by the signature of anyone (1) of the executive officers of the
Corporation or anyone (1) person who is not an executive officer of the
Corporation and who is designated in writing by the executive officers of the
Corporation.
RESOLVED FURTHER, that the Secretary of any Assistant Secretary of the
Corporation is authorized and directed to certify to such bank resolutions
authorizing the opening of such bank accounts in such form as said bank may
customarily require, and such resolutions shall be deemed to be copied in these
minutes as if set forth herein in full.
11. Borrowing.
RESOLVED, that the President or any Vice President of the Corporation is
authorized, from time to time, to borrow money in the name of the Corporation
from such lenders as he or she deems necessary or appropriate and in the best
interest of the Corporation and to execute and deliver on behalf of the
Corporation notes therefor, in such amounts and upon such terms and conditions,
including as to rate of interest and schedule of payment, as he or she deems
necessary and appropriate for the operation of the Corporation Business.
12. Incorporation Expenses.
RESOLVED, that the President or Treasurer of the Corporation is authorized
and directed to payout of the funds of the Corporation all fees and expenses
incurred incidental and necessary to the organization of the Corporation.
13. Authorization to Conduct Business In Foreign States.
RESOLVED, that, subject to advance qualification in all respects with
appropriate laws and regulations, the President or any Vice President of this
Corporation is authorized and directed to do any and all things necessary or
desirable to effect the qualification of this Corporation to transact business
in such states and at such time or times as either of said officers shall
detenI1ine that such qualification is in the best interest of the Corporation.
RESOLVED FURTHER, that for the purposes of authorizing the Corporation to
do business in any state, territory or dependency of the United States or any
foreign country in which it is necessary, desirable or expedient for the
Corporation to transact business, the proper officers of the Corporation are
hereby authorized to appoint and substitute all necessary agents or attorneys
for service of process, to designate and change the location of all necessary
statutory offices and the corporate seal, to make and file all necessary
certificates, reports, powers of attorney and other instruments as may be
required by the laws of such state, territory, dependency or country to
authorize the Corporation to transact business therein and whenever it is
expedient for the Corporation to cease doing business therein and withdraw
therefrom, to revoke any appointment of agent or attorney for service of process
and to file such certificates, reports, revocations of , appointment, or
surrender of authority as may be necessary to tem1inate the authority of the
Corporation to do business in any such state, territory, dependency or country.
14. Operations In Ordinary Course of Business.
RESOLVED, that the President or any Vice President of this Corporation is
authorized to execute and
deliver on behalf of this Corporation any and all agreements, contracts, deeds,
mortgages, sale, offers, applications and other legal documents and instruments
which may be necessary or expedient in, or incident to, the conduct of the
ordinary business of this Corporation; and that the Secretary of this
Corporation is authorized to affix the corporate seal of this Corporation, if
required, to any such document or instrument and to attest said seal when the
same is so affixed.
RESOLVED FURTHER, that the officers of the Corporation are authorized and
empowered in the name of, and on behalf of the Corporation, from time to time to
do, negotiate or cause to be done all acts or things and to execute and deliver
all instruments and documents as shall be necessary, desirable or appropriate to
carry out the purposes and intent of the foregoing resolutions.
EXECUTED as of the date first above written.
/s/ David Hancock
David Hancock, Sole Director
