ARTICLES OF INCORPORATION
OF
Never Miss A Call, Inc.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: Never Miss A Call, Inc.
II. REGISTERED OFFICE: RESIDENT AGENT: The location of the
registered office of this corporation within the State of Nevada is 711 S.
Carson St. Suite 4, Carson City, Nevada 89701; this corporation may maintain
an office or offices in such other place within or without the State of
Nevada as may be from time to time designated by the Board of Directors or by
the By-Laws of the corporation; and this corporation may conduct all
corporation business of every kind or nature, including the holding of any
meetings of directors or shareholders, inside or outside the State of Nevada,
as well as without the State of Nevada.
The Resident Agent for the corporation shall be Michael J. Morrison,
1495 Ridgeview Drive, Ste. 220, Reno, Nevada 89509.
III. PURPOSE: The purpose for which this corporation is formed
is: To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total
authorized capital stock of the corporation shall be TWENTY FIVE THOUSAND
Dollars ($25,000.00), consisting of TWENTY FIVE MILLION (25,000,000) shares
of Common Stock, par value $.001 per share.
V. INCORPORATOR: The name and post office address of the
Incorporator signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Shirley T. Harwood 1495 Ridgeview Drive, Ste. 220,
Reno, Nevada
VI. DIRECTORS: The governing board of this corporation shall be
known as directors, and the first Board shall consist of one (1) director.
The number of directors may, pursuant to the By-Laws, be
increased or decreased by the Board of Directors, provided there shall be no
less than one (1) nor more than nine (9) Directors.
The name and post office addresses of the directors constituting the
first Board of Directors is as follows:
NAME POST OFFICE ADDRESS
Cal Woodruff #1-425 Carrall St
Vancouver, BC, Canada
V6B 6E3
VII. STOCK NON-ASSESSABLE: The capital stock, or
the holders thereof, after the amount of the subscription price has been paid
in, shall not be subject to any assessment whatsoever to pay the debts of the
corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation
shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as an officer or director,
except for liability (I) for any breach of the officer or directors 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, or (iii) for any transaction from which the officer or
director derived any improper personal benefit. If the Nevada General
Corporation Law is amended after the date of incorporation to authorize
corporate action further eliminating or limiting the personal liability of
officers or directors, then the liability of an officer or director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Nevada General Corporation Law, or amendments thereto. No repeal or
modification of this paragraph shall adversely affect any right or protection
of an officer or director of the Corporation existing at the time of such
repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a ?proceeding), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was an officer
or director of the Corporation or is or was serving at the request of the
Corporation as an officer or director of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans whether the basis of such proceeding is
alleged action in an official capacity as an officer or director shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Nevada General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, excise taxes or penalties and amounts to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be an officer or director and shall inure to the benefit
of his or her heirs, executors and administrators; provided, however, that
except as provided herein with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided
however, that, if the Nevada General Corporation Law requires the payment of
such expenses incurred by an officer or director in his or her capacity as an
officer or director (and not in any other capacity in which service was or is
rendered by such person while an officer or director, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, payment shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such officer or director,
to repay all amounts so advanced if it shall ultimately be determined that
such officer or director is not entitled to be indemnified under the Section
or otherwise.
If a claim hereunder is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting such claim.
It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any, is required,
has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Nevada General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Nevada General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect
itself and any officer, director, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification to any employee or agent
of the Corporation tot he fullest extent of the provisions of this Section
with respect to the indemnification and advancement of expenses of officers
and directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, does make and file these Articles of Incorporation,
hereby declaring and certifying the facts herein stated are true, and,
accordingly, has hereunto set her hand this 28th day of April, 1999.
/s/ Shirley T. Harwood
STATE OF NEVADA )
) SS.
COUNTY OF WASHOE )
On this 28th day of April, 1999, before me, a Notary Public,
personally appeared Shirley T. Harwood who acknowledged to me that she
executed the above instrument.
/s/ Rita S. Dickson, Notary Public
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the above-referenced, I, Michael J. Morrison, hereby accept the
appointment as Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
Furthermore, that the mailing address for the above registered office
is 1495 Ridgeview Drive, Ste. 220, Reno, Nevada 89509.
IN WITNESS WHEREOF, I hereunto set my hand this 28th day of April,
1999.
/S/ Michael J. Morrison Resident Agent
