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 the holder of such stock, to exercise
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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.
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(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
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(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
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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.
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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
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(other than an officer, director or member of management) from any duties which
he may have to the corporation.
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.
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(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.
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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.
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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.
By: /s/ Scott M. Thornock
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Scott M. Thornock
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