Exhibit 3.1
ARTICLES OF INCORPORATION
OF
POSTERALLEY.COM, INC.
KNOW ALL MEN BY THESE PRESENTS:
That I, Scott M. Thornock, desiring to establish a corporation under the
name of Posteralley.com, Inc., for the purpose of becoming a body corporate
under and by virtue of the laws of the State of Colorado and, in accordance with
the provisions of the laws of said State, do hereby make, execute and
acknowledge this certificate in writing of my intention to become a body
corporate, under and by virtue of said laws.
ARTICLE I
The name of the corporation shall be: Posteralley.com, Inc.
ARTICLE II
The nature of the business and the objects and purposes to be transacted,
promoted and carried on are to do any or all of the things herein mentioned as
fully and to the same extent as natural persons might or could do, and in any
part of the world, viz:
(a) To transact all lawful business for which corporations may be incorporated
pursuant to the Colorado Corporation Code.
(b) To manufacture, purchase or otherwise acquire and to hold, own, mortgage or
otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any
manner dispose of, and to invest, deal and trade in and with goods, wares,
merchandise and personal property of any and every class and description,
within or without the State of Colorado.
(c) To acquire the goodwill, rights and property and to undertake the whole or
any part of the assets and liabilities of any person, firm, association or
corporation; to pay for the same in cash, the stock of the corporation,
bonds or otherwise; to hold or in any manner dispose of the whole or any
part of the property so purchased; to conduct in any lawful manner the
whole or any part of any business so acquired and to exercise all the
powers necessary or convenient in and about the conduct and management of
such business.
(d) To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of shares of the capital stock, bonds
or other evidences of indebtedness created by other corporations and, while
<PAGE>
the holder of such stock, to exercise all the rights and privileges of
ownership, including the right to vote thereon, to the same extent as
natural persons might or could do.
(e) To purchase or otherwise acquire, apply for, register, hold, use, sell or
in any manner dispose of and to grant licenses or other rights in and in
any manner deal with patents, inventions, improvements, processes,
formulas, trademarks, trade names, rights and licenses secured under
letters patent, copyright or otherwise.
(f) To enter into, make and perform contracts of every kind for any lawful
purpose, with any person, firm, association or corporation, town, city,
county, body politic, state, territory, government, colony or dependency
thereof.
(g) To borrow money for any of the purposes of the corporation and to draw,
make, accept, endorse, discount, execute, issue, sell, pledge or otherwise
dispose of promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable, transferable or
nontransferable instruments and evidences of indebtedness, and to secure
the payment thereof and the interest thereon by mortgage or pledge,
conveyance or assignment in trust of the whole or any part of the property
of the corporation at the time owned or thereafter acquired.
(h) To lend money to, or guarantee the obligations of, or to otherwise assist
the directors of the corporation or of any other corporation the majority
of whose voting capital stock is owned by the corporation, upon the
affirmative vote of at least a majority of the outstanding shares entitled
to vote for directors.
(i) To purchase, take, own, hold, deal in, mortgage or otherwise pledge, and to
lease, sell, exchange, convey, transfer or in any manner whatever dispose
of real property, within or without the State of Colorado.
(j) To purchase, hold, sell and transfer the shares of its capital stock.
(k) To have one or more offices and to conduct any and all operations and
business and to promote its objects, within or without the State of
Colorado, without restrictions as to place or amount.
(l) To do any or all of the things herein set forth as principal, agent,
contractor, trustee, partner or otherwise, alone or in company with others.
(m) The objects and purposes specified herein shall be regarded as independent
objects and purposes and, except where otherwise expressed, shall be in no
way limited or restricted by reference to or inference from the terms of
any other clauses or paragraph of these Articles of Incorporation.
(2)
<PAGE>
(n) The foregoing shall be constructed both as objects and powers and the
enumeration thereof shall not be held to limit or restrict in any manner
the general powers conferred on this corporation by the laws of the State
of Colorado.
ARTICLE III
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 33,000,000 of which 3,000,000 shall
be shares of preferred stock, $.001 par value per share, and 30,000,000 shall be
shares of common stock, $.0001 par value per share, and the designations,
preferences, limitations and relative rights of the shares of each class shall
be as follows:
(a) Shares of Preferred Stock. The corporation may divide and issue the shares
of preferred stock in series. Shares of preferred stock of each series,
when issued, shall be designated to distinguish them from the shares of all
other series. The Board of Directors is hereby vested with authority to
divide the class of shares of preferred stock into series and to fix and
determine the relative rights and preferences of the shares of any such
series so established to the full extent permitted by these Articles of
Incorporation and the Colorado Corporation Code in respect of the
following:
(i) The number of shares to constitute such series, and the distinctive
designations thereof;
(ii) The rate and preference of dividends, if any, the time of payment of
dividends, whether dividends are cumulative and the date from which
any dividends shall accrue;
(iii)Whether shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;
(iv) The amount payable upon shares in event of involuntary liquidation;
(v) The amount payable upon shares in event of voluntary liquidation;
(vi) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(vii)The terms and conditions upon which shares may be converted, if the
shares of any series are issued with the privilege of conversion;
(viii) Voting powers, if any; and
(3)
<PAGE>
(ix) Any other relative rights and preferences of shares of such series,
including, without limitation, any restriction on an increase in the
number of shares of any series theretofore authorized and any
limitation or restriction of rights or powers to which shares of any
future series shall be subject.
(b) Shares of Common Stock. The rights of holders of shares of common stock to
receive dividends or share in the distribution of assets in the event of
liquidation, dissolution or winding up of the affairs of the corporation
shall be subject to the preferences, limitations and relative rights of the
shares of preferred stock fixed in the resolution or resolutions which may
be adopted from time to time by the Board of Directors of the corporation
providing for the issuance of one or more series of shares of preferred
stock.
The capital stock, after the subscription price has been paid in, shall not
be subject to assessment to pay the debts of the corporation. Any stock of the
corporation may be issued for money, property, services rendered, labor done,
cash advances for the corporation or for any other assets of value in accordance
with the action of the Board of Directors, whose judgment as to value received
in return therefor shall be conclusive and said stock when issued shall be
fully-paid and non-assessable.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation,
provided that the number of directors shall not be reduced to less than one.
The name and post office address of the incorporator is as follows:
Scott M. Thornock 899 Broadway, #200
Denver, Colorado 80203
The name and post office address of the directors comprising the original
Board of Directors of the corporation are as follows:
Scott M. Thornock 899 Broadway, #200
Denver, Colorado 80203
(4)
<PAGE>
Bruce A. Capra 899 Broadway, #200
Denver, Colorado 80203
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote of members present at
any regular or special meeting at which a quorum shall be present.
(b) To make, alter, or amend the Bylaws of the corporation at any regular or
special meeting.
(c) To fix the amount to be reserved as working capital over and above its
capital stock paid in.
(d) To authorize and cause to be executed mortgages and liens upon the real and
personal property of this corporation.
(e) To designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided by
resolution or in the Bylaws 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 committees shall have such name or names
as may be stated in the Bylaws of the corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or assets
of the corporation, including its goodwill, if not in the usual and regular
course of its business, upon such terms and conditions as the Board of Directors
may determine, provided that such sale shall be authorized or ratified by the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a shareholders meeting called for that purpose, or
when authorized or ratified by the written consent of all the shareholders of
the shares entitled to vote thereon.
The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the shares entitled to vote thereon at a shareholders meeting
called for that purpose, or when authorized or ratified by the written consent
of all the shareholders of the shares entitled to vote thereon.
(5)
<PAGE>
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon the
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote.
ARTICLE VI
The following provisions are inserted for the management of the business
and for the conduct of the affairs of the corporation, and the same are in
furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other person,
firm or corporation, or in which this corporation is interested, shall be
affected or invalidated by (a) the fact that any one or more of the directors or
officers of this corporation is interested in or is a director or officer of
such other firm or corporation; or (b) the fact that any director or officer of
this corporation, individually or jointly with others, may be a party to or may
be interested in any such contract or transaction, so long as the contract or
transaction is authorized, approved or ratified at a meeting of the Board of
Directors by sufficient vote thereon by directors not interested therein, to
which such fact or relationship or interest has been disclosed, or so long as
the contract or transaction is fair and reasonable to the corporation. Each
person who may become a director or officer of the corporation is hereby
relieved from any liability that might otherwise arise by reason of his
contracting with the corporation for the benefit of himself or any firm or
corporation in which he may be in any way interested.
The officers, directors and other members of management of this corporation
shall be subject to the doctrine of corporate opportunities only insofar as it
applies to business opportunities in which this corporation has expressed an
interest as determined from time to time by the corporation's Board of Directors
as evidenced by resolutions appearing in the corporation's minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject any
business opportunity presented to it and thereafter any officer, director or
other member of management may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an area
of interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own and
the provisions hereof shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business existing
prior to the time that such area of interest is designated by this corporation.
This provision shall not be construed to release any employee of the corporation
(other than an officer, director or member of management) from any duties which
he may have to the corporation.
(6)
<PAGE>
ARTICLE VII
Each director and officer of the corporation shall be indemnified by the
corporation as follows:
(a) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is otherwise serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding, by judgment, order, settlement, conviction
upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless,
and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which
such court deems proper.
(7)
<PAGE>
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he
has met the applicable standard of conduct set forth in Section (a) or (b)
of this Article. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (ii) if such quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by
the affirmative vote of the holders of a majority of the shares of stock
entitled to vote and represented at a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding, as
authorized in Section (d) of this Article, upon receipt of an understanding
by or on behalf of the director, officer, employee or agent to repay such
amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under this Article.
(g) The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under these Articles of Incorporation, the Bylaws, agreements, vote of the
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs and personal representatives of such a person.
(8)
<PAGE>
ARTICLE VIII
The initial registered and principal office of said corporation shall be
located at 899 Broadway, #200, Denver, Colorado 80203, and the initial
registered agent of the corporation at such address shall be Scott M. Thornock.
Part or all of the business of said corporation may be carried on in the
City and County of Denver, or any other place in the State of Colorado or beyond
the limits of the State of Colorado, in other states or territories of the
United States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation between
it and its creditors or any class of them, and/or between said corporation and
its shareholders or any class of them, any court of equitable jurisdiction may,
on the application in a summary way by said corporation, or by a majority of its
stock, or on the application of trustees in dissolution, order a meeting of the
creditors or class of creditors and/or of the shareholders or class of
shareholders of said corporation, as the case may be, to be notified in such
manner as the said court decides. If a majority in number, representing at least
three-fourths in amount of the creditors or class of creditors, and/or the
holders of a majority of the stock or class of stock of said corporation, as the
case may be, agree to any compromise or arrangement and/or to any reorganization
of said corporation, as a consequence of such compromise or arrangement, the
said compromise or arrangement and/or the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
upon all the creditors or class of creditors, and/or on all the shareholders or
class of shareholders of said corporation, as the case may be, and also on said
corporation.
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of shareholders may be held at any time and place as the Bylaws
shall provide. At all meetings of the shareholders, a majority of all shares
entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
(9)
<PAGE>
ARTICLE XIII
These Articles of Incorporation may be amended by resolution of the Board
of Directors if no shares have been issued, and if shares have been issued, by
affirmative vote of the shareholders of at least a majority of the shares
entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
Except as provided in this Article XIV, whenever the shareholders must
approve or authorize any matter, whether now or hereafter required by the laws
of the State of Colorado, the affirmative vote of a majority of the shares
entitled to vote thereon shall be necessary to constitute such approval or
authorization.
ARTICLE XV
No director shall be personally liable to the corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director shall be liable under
Section 7-108-403 of the Colorado Revised Statutes, or any amendment thereto or
successor provision thereto and except for any matter in respect of which such
director shall be liable by reason that he (i) has breached his duty of loyalty
to the corporation or its shareholders, (ii) has not acted in good faith or, in
failing to act, has not acted in good faith, (iii) has acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, has acted in a manner involving intentional misconduct or a knowing
violation of law, or (iv) has derived an improper personal benefit. Neither the
amendment nor repeal of this Article XV, nor the adoption of any provision of
the Articles of Incorporation inconsistent with this Article XV, shall eliminate
or reduce the effect of this Article XV in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article XV would accrue or
arise prior to such amendment, repeal or adoption of an inconsistent provision.
IN TESTIMONY WHEREOF, I have hereunto set my hand on this 14th day of July,
1999, and, by my signature below, I hereby further consent to my appointment as
the initial registered agent of the corporation.
/s/ Scott M. Thornock
---------------------
Scott M. Thornock
(10)
<PAGE>
