Exhibit 3.1
((STAMP))
Filed in the Office of the
Secretary of State of Texas
OCT 20, 1998
Corporations Section
ARTICLES OF INCORPORATION OF
NANNACO, INC.
THE UNDERSIGNED NATURAL PERSON OF THE AGE OF EIGHTEEN (18) YEARS OR MORE, ACTING
AS INCORPORATOR OF A CORPORATION UNDER THE TEXAS BUSINESS CORPORATION ACT,
HEREBY ADOPTS THE FOLLOWING ARTICLE OF INCORPORATION FOR SUCH CORPORATION.
ARTICLE ONE
THE NAME OF THE CORPORATION IS AS FOLLOWS:
NANNACO, INC.
ARTICLE TWO
THE PERIOD OF ITS DURATION IS PERPETUAL.
ARTICLE THREE
THE PURPOSE FOR WHICH THE CORPORATION IS ORGANIZED IS: ANY LAWFUL PURPOSE OR
PURPOSES NOT EXCLUDED BY THE TEXAS BUSINESS CORPORATION ACT.
ARTICLE FOUR
THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE AUTHORITY TO
ISSUE IS 1000 SHARES OF THE PAR VALUE OF $1.00 EACH.
ARTICLE FIVE
THE CORPORATION WILL NOT COMMENCE BUSINESS UNTIL IT HAS RECEIVED FOR THE
ISSUANCE OF ITS SHARES CONSIDERATION OF THE VALUE OF ONE THOUSAND AND NO/100 ---
($1,000.00)--- DOLLARS CONSISTING OF MONEY, LABOR, OR PROPERTY ACTUALLY
RECEIVED.
ARTICLE SIX
THE STREET ADDRESS OF ITS INITIAL REGISTERED OFFICE IS:
2935 THOUSAND OAKS #6-261, SAN ANTONIO, TEXAS 78247
THE NAME OF ITS INITIAL REGISTERED AGENT AT SUCH ADDRESS IS:
ANDREW DE VRIES III
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ARTICLES OF INCORPORATION OF
NANNACO, INC.
ARTICLE SEVEN
THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL BOARD OF DIRECTORS IS ONE AND
THE NAME AND ADDRESS OF THE ONE WHO IS TO SERVE AS A DIRECTOR UNTIL THE FIRST
ANNUAL MEETING OF THE SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED IS:
LINDA MORTON
2935 THOUSAND OAKS #6-261, SAN ANTONIO, TEXAS 78247
THE NAME AND ADDRESS OF THE INCORPORATOR IS: LINDA MORTON
2935 THOUSAND OAKS #6-261, SAN ANTONIO, TEXAS 78247
IN WITNESS WHEREOF: THE UNDERSIGNED HAS EXECUTED THESE ARTICLES OF INCORPORATION
ON THE 20TH DAY OF OCTOBER, 1998.
/s/ Linda Morton
-----------------------
LINDA MORTON
STATE OF TEXAS
COUNTY OF BEXAR
I, THE UNDERSIGNED, A NOTARY PUBLIC, DO HEREBY CERTIFY THAT ON THIS THE 20TH DAY
OF OCTOBER, 1998, PERSONALLY APPEARED WHO, BEING BY ME FIRST DULY SWORN DECLARED
THAT HE IS THE PERSON WHO SIGNED THE FOREGOING DOCUMENT AS INCORPORATOR, AND THE
STATEMENTS HEREIN CONTAINED ARE TRUE.
((NOTARY SEAL))
/s/ Hillary H. Stiell
--------------------------
NOTARY PUBLIC, STATE OF TEXAS
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ARTICLES OF AMENDMENT ((STAMP)) FILED
TO ARTICLES OF INCORPORATION In the Office of the
NANNACO, INC. Secretary of State of Records
NOV 8 1999
CORPORATION SECTION
Pursuant to the provision of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation.
ARTICLE ONE
The Name of the corporation is Nannaco, Inc.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on the 1st day of June 1999.
ARTICLE THREE
The number of shares of the corporation outstanding at the time of adoption
was 1000 shares; and the number of shares entitled to vote on the amendment was
1000 shares.
ARTICLE FOUR
The number of shares that voted for the amendment was 1000 shares; and the
number of shares that voted against the amendment was NONE.
ARTICLE FIVE
The amendment provides for the number of authorized shares be increased
from 1000 shares of the par value of $1.00 each to 50,000,000 shares with a par
value of $0.001 per share. Pursuant to Articles 4.04 (B)(6) of the Texas
Business Corporation Act each share of $1.00 par stock will be exchanged for
1000 shares of $0.001 par value stock as of the date of this amendment.
Therefore the foregoing amendment was adopted by the unanimous vote of the
shareholders of the corporation.
Dated: June 1, 1999
NANNACO INC.
/s/ Richard E. Daniels
-----------------------------------------------
Richard E. Daniels, Secretary pro temp
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ARTICLES OF AMENDMENT ((STAMP)) FILED
(Form 404) In the Office of the
Secretary of State of Records
DEC 01 1999
CORPORATION SECTION
Name of Corporation: Nannaco, Inc. d/b/a/ Surface Pro
Incorporated October 20, 1998
Charter no. 01509421
The Amendments
Article Four is hereby amended as follows:
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority to
issue is Sixty Million (60,000,000) shares, divided into:
10,000,000 Preferred Shares, having par value of $.001 per share
and
50,000,000 Common Shares, having par value of $.001 per share
A statement of the preferences, privileges, and restrictions granted to
or imposed upon the respective classes of shares or the holders thereof is as
follows:
A: Preferred Shares. Prior to the issuance of any of the Preferred
Shares, the Board of Directors shall determine the number of Preferred Shares to
then be issued from the Ten Million (10,000,000) shares authorized and such
shares shall constitute a series of the Preferred Shares. Such series shall have
such preferences, limitations and relative rights as the Board of Directors
shall determine and such series shall be given a distinguishing designation.
Each share of a series shall have preferences, limitations, and relative rights
identical with those of all other shares of the same series. Except to the
extent otherwise provided in the Board of Directors' determination of a series,
the shares of such series shall have preferences, limitations, and relative
rights identical with all other series of the Preferred Shares. Preferred Shares
may have dividend or liquidation rights which are prior (superior or junior) to
the dividend and liquidations and preferences of the Common Shares and any other
series of the Preferred Shares. Also, any series of the Preferred Shares may
have voting rights.
B. Common Shares. The terms of the 50,000,000 Common Shares of the
corporation shall be follows:
(1) Dividends. Whenever cash dividends upon the Preferred Shares of all
series thereof at the time outstanding to the extents of the preference to which
such shares are entitled, shall have been paid in full for all past dividend
periods, or declared and set apart for payment, which dividends, payable in
cash, stock, or otherwise, as may be determined by the Board of Directors, may
be declared by the Board of Directors and paid from time to time to the holders
of the Common Shares out of the remaining net profits or surplus of the
corporation.
(2) Liquidation. In the event of liquidation, dissolution, or winding up of
the affairs of the corporation, whether voluntary or involuntary, all assets and
funds of the corporation remaining after the payment to the holders of the
Preferred Shares of all series thereof of the full amounts to which they shall
be entitled as hereinafter provided, shall be divided and distributed among the
holder of the Common Shares according to their respective shares.
Voting rights. Each holder of a Common Share shall have one vote in respect of
each share of such stock held by him. There shall not be cumulative voting.
ARTICLE NINE
The following indemnification provisions shall be deemed to be commercial in
nature and not
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subject to restrictive removal to reductions by amendment.
(a) This corporation shall indemnify any director and/or officer 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 or criminal, judicial,
administrative or investigative, by reason of the fact that he/she is or was
serving at the request of this corporation as a director or officer or member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlements, actually and reasonably incurred by him/her for connection with
such action, suit or proceeding, including any appeal thereof, if he/she acted
in good faith or in a manner he/she reasonably believed to in, or not opposed
to, the best interests of this corporation and with respect to any criminal
action or proceeding, if he/she had no reasonable cause to believe his/her
conduct was unlawful. However, with respect to any action by or in the right of
this corporation to procure a judgment in its favor, no indemnification shall be
made in respect of any claim, issue, or matter as to which such person is
adjudged liable for negligence or misconduct in the performance of his/her duty
to the corporation unless, and only to the extent that the court in which such
action or suit was brought determines on application, that despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity in view of all the circumstances of the case. Termination of any
action, suit or proceeding by judgment, order , settlement, conviction or in a
plea of nolo contendere or it equivalent, shall not, of itself, create a
presumption that the party did not meet the applicable standard of conduct.
Indemnification hereunder may be paid by the corporation in advance of the final
disposition of any action, suit or proceeding on a preliminary determination
that the director, officer, employee or agent met the applicable standard of
conduct.
(b) The corporation shall also indemnify any director or officer who has
been successful on the merits or otherwise, in defense of any action, suit or
proceeding, or in defense of any claim, issue, or matter therein, against all
expenses, including attorneys' fees, actually and reasonably incurred by him/her
in connection therewith, without the necessity of an independent determination
that such director or officer meet any appropriate standard of conduct.
(c) The indemnification provided for herein shall continue as to any person
who has ceased to be a director or officer, and shall inure to the benefit of
the heirs, executors and administrators of such persons.
(d) In addition to the indemnification provided for herein, the corporation
shall have power to make any other or further indemnification, except an
indemnification against gross negligence or willful misconduct, under any
resolutions or Agreement duly adopted by the Board of Directors, or duly
authorized by a majority of the shareholders.
ARTICLE TEN
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that the foregoing clause shall not apply to any
liability of a director for any action for which the Texas Business Corporations
Act proscribes this limitation and then only to the extent that this limitation
is specifically proscribed.
3. The date of adoption is September 29, 1999 by the shareholders.
4. The number of shares outstanding: 20,000,000
5. The number of shares entitled to vote: 20,000,000
6. The number of shares that voted for the amendment: 200,000,000
The number of shares that voted against the amendment: -0-
4. n/a
5. n/a
Signature: /s/ ANDREW DeVRIES, III.
---------------------------
Andrew DeVries, III
President and Chief Financial Officer
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