Articles Of Incorporation
Of
KESSER, INC.
Know all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada
Revised Statues 78.090 inclusive as amended and state and certify that the
articles of incorporation are as follows:
First: Name
The name of the corporation is KESSER, INC., (The "Corporation").
Second: Resident Office and Agent
The address of the registered office of the corporation in the State Of Nevada
Is 3360 W. Sahara Suite 200 in the city of Las Vegas, County of Nevada
89102. The name and address of the corporation's registered agent in the
State of Nevada is Adam U. Shaikh, at said address, until such time as another
agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
Nevada Revised Statutes of the State of Nevada, including, but not limited to
the following:
(a) The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the
purposes and object for which this corporation is
organized;
(b) The Corporation shall have power to have succession by
its corporate name in perpetuity, or until dissolved and
its affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in
any court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation 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;
(f) The corporation shall have power to appoint such officers
and agents as the affairs of the Corporation shall
requite and allow them suitable compensation;
(g) The Corporation shall have power to make bylaws 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
stockholders;
(h) The Corporation shall have the power to wind up and
dissolve itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a
common seal or stamp, or to not use such seal or stamp
and if one is used, to alter the same. 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 non-use shall not in any
way affect the legality of the document;
(j) The Corporation Shall have the 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
evidence 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
another lawful object;
(k) The Corporation shall have the 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 evidence in indebtedness
created by any other corporation or corporations in the
State of Nevada, or any other state or government and,
while the owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights,
powers and privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the 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;
(m) The Corporation shall have 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 in any foreign country;
(n) The Corporation shall have the power to do all and
everything necessary and proper for the accomplishment of
the objects enumerated in its articles of incorporation,
or any amendments 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 purposes of the
Corporation, whether or not such business is similar in
nature to the purposes set forth in the articles of
incorporation of the Corporation, or any amendment
thereof;
(o) The Corporation shall have the power to make donations
for the public welfare or for charitable, scientific or
educational purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint ventures, in
connection with any lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all classes of
stock, which the corporation shall have authority to issue is Twenty Five
Million (25,000,000), consisting of Twenty Five (25,000,000) shares of
Common Stock, par value of $0.001 per share (The "Common Stock") .
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to subscribe
for any additional un-issued or treasury shares of stock or for
other securities of any class, or for rights, warrants or options
to purchase stock, or for scrip, or for securities of any kind
convertible into stock or carrying stock purchase warrants or
privileges unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of
the Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock standing in
his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be
entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time
to time out of assets of funds of the Corporation
legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a
stock dividend or split-up of the shares of the Common
Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time, by the
Board of Directors in its sole discretion, authority to do so being hereby
expressly vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock and the Preferred
Stock herein authorized in accordance with the terms and conditions set
forth in these Articles of Incorporation for such purposes, in such
amounts, to such persons, corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or more series, all as the
Board of Directors in its discretion may determine and without any vote or
other action by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by resolution,
options, warrants and other rights convertible into Common or Preferred
stock (collectively "securities.") The securities must be issued for such
consideration, including cash, property, or services, as the Board or
Directors may deem appropriate, subject to the requirement that the value
of such consideration be no less than the par value if the shares issued.
Any shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall not
be liable for any further call or assessment or any other payment thereon,
provided that the actual value of such consideration is not less that the
par value of the shares so issued. The Board of Directors may issue shares
of the Common Stock in the form of a distribution or distributions pursuant
to a stock divided or split-up of the shares of the Common Stock only to
the then holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of
stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind, alter or amend in any respect
the Bylaws of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be adopted,
repealed, rescinded, altered or amended in any respect by the stockholders of
the Corporation, but only by the affirmative vote of the holders of not less
than fifty-one percent (51%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors. Except as may otherwise be
provided pursuant to Section 4 or Article Forth hereof in connection with
rights to elect additional directors under specified circumstances, which may
be granted to the holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from time to time
by a bylaw or amendment thereto, providing that the number of directors shall
not be reduced to less that two (2). The directors holding office at the time
of the filing of these Articles of Incorporation shall continue as directors
until the next annual meeting and/or until their successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall
serve for a term ending on the date of the third Annual Meeting of
Stockholders of the Corporation (the "Annual Meeting") following the Annual
Meeting at which such director was elected. All directors, shall have equal
standing.
Not withstanding the foregoing provisions of this Article Eighth each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of
directors shall shorten the term of any incumbent director; and additional
directors, elected pursuant to Section 4 or Article Forth hereof in connection
with rights to elect such additional directors under specified circumstances,
which may be granted to the holders of any class or series of Preferred Stock,
shall not be included in any class, but shall serve for such term or terms
and pursuant to such other provisions as are specified in the resolution of
the Board or Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of Article
Forth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal, or other causes, shall
be filled solely by the quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected
and qualified or until such director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or Article
Fourth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, any director may be removed from office only for
cause and only by the affirmative vote of the holders of not less than fifty-
one percent (51%) of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such director,
provided, however, that where such removal is approved by a majority of the
Directors, the affirmative vote of a majority of the voting power of all
outstanding shares of voting stock entitled to vote in connection with the
election of such director shall be required for approval of such removal.
Failure of an incumbent director to be nominated to serve an additional term
of office shall not be deemed a removal from office requiring any stockholder
vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors, in
which case such action may be authorized or taken by the written consent of
the holders of outstanding shares of Voting Stock having not less than the
minimum voting power that would be necessary to authorize or take such action
at a meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law these
Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by a majority of the Board of Directors
or by the Chairman of the Board or the President. Special meeting may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or
without the State of Nevada, as the Bylaws may provide. The books of the
Corporation may be kelp (subject to any provision of the Nevada Revised
Statutes) outside the State of Nevada at such place or places as may be
designated from time to time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever and the stockholders shall
not be personally liable for the payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of
the State of Nevada, the stockholders of the Corporation shall be entitled to
the statutory appraisal rights provided therein, with respect to any business
Combination involving the Corporation and any stockholder (or any affiliate or
associate of any stockholder), which required the affirmative vote of the
Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or
amend in any respect any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by applicable law and
all rights conferred on stockholders herein granted subject to this
reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving any act or omission of any
such director or officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or, which involve intentional misconduct or a knowing violation
of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv)
the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director derived an
improper personal benefit. 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.
Nineteenth: Name and Address of first Directors and Incorporators.
The name and address of the incorporators of the Corporation and the
first Directors of the Board of Directors of the Corporation which shall be
one (1) in number is as follows:
DIRECTOR #1
Adam U. Shaikh, Esq.
3360 W, Sahara Suite 200
Las Vegas, NV 89102
I, Adam U. Shaikh, Esq., being the first director and Incorporator
herein before named, for the purpose of forming a corporation pursuant to the
Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 31st day of
March, 2000.
By: _______________________________
Adam U. Shaikh, Esq.
Verification
State Of Nevada
SS
County Of Clark
On this 31st day of March, 2000, before me, the undersigned, a Notary
Public in and for said State, personally appeared Adam U. Shaikh, Esq., known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who subscribed his name to the Articles of Incorporation and acknowledged to
me that he executed the same freely and voluntarily and for the use and
purposes therein mentioned.
By: _______________________________
Notary Public in and for said
County and State
