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EXHIBIT 3.01
ARTICLES OF INCORPORATION OF UBETIGOLF, INC.
The undersigned incorporator, desiring to form a corporation under the laws
and constitution of the state of Utah, does hereby sign and deliver, in
duplicate, to the Division of Corporations and Commercial Code of the state of
Utah these Articles of Incorporation for UBetIGolf, Inc. (hereinafter referred
to as the "Corporation"):
ARTICLE I
NAME
The name of the Corporation shall be: UBetIGolf, Inc.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The Corporation is organized for the purpose conducting any lawful business
for which a corporation may be organized under the Utah Revised Business
Corporation Act.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 105,000,000 shares,
consisting of 100,000,000 shares of common stock having a par value $0.001 per
share (hereinafter referred to as "Common Stock"), and 5,000,000 shares of
preferred stock having a par value of $0.001 per share (hereinafter referred
to as "Preferred Stock").
The board of directors is vested with the authority to fix and determine the
powers, qualifications, limitations, restrictions, designations, rights,
preferences, or other variations of each class or series within each class
which the Corporation is authorized to issue. The above described authority
of the board of directors to fix and determine may be exercised by corporate
resolution from time to time as the board of directors sees fit.
ARTICLE V
NON-ACCESSIBILITY FOR DEBTS OF CORPORATION
After the amount of the subscription price, the purchase price, or the par
value of the stock of any class or series is paid into the Corporation, owners
or holders of shares of any stock in the Corporation may never be assessed to
pay the debts of the Corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Except as may otherwise be required by law, these articles of incorporation,
or the provisions of the resolution or resolutions as may be adopted by the
board of directors pursuant to Article IV of these articles of incorporation,
in all matters as to which the vote or consent of stockholders of the
Corporation shall be required to be taken, the holders of Common Stock shall
have one vote per share of Common Stock held. Cumulative Voting on the
election of directors or on any other matter submitted to the stockholders
shall not be permitted.
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ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of options,
warrants, or other rights to purchase shares of any class or series of stock
or of other securities of the Corporation shall have any preemptive right to
purchase or subscribe for any unissued stock of any class or series of any
additional shares of any class or series to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class or
series, or bonds, certificates of indebtedness, debentures, or other
securities convertible into or exchangeable for stock of the Corporation of
any class or series, or carrying any rights to purchase stock of any class or
series, but any such unissued stock, additional authorized issue of shares of
any class or series of stock, or securities convertible into or exchangeable
for stock carrying any right to purchase stock may be issued and disposed of
pursuant to an appropriate resolution of the board of directors to such
persons, firms, corporations, or associations and on such terms as may be
deemed advisable by the board of directors in the exercise of its sole
discretion.
ARTICLE VIII
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and any other person
or business shall be affected by the fact that a director or officer of the
Corporation has an interest in, or is a director or officer of, or employee
of, such other person or business. Any officer or director, individually or
with others, may be a party to, or may have an interest in, any transaction of
the Corporation or any transaction in which the Corporation is a party or has
an interest. Each person who is now or who may become an officer or director
of the Corporation is hereby relieved from liability that he or she might
otherwise incur in the event such officer or director contracts with the
Corporation, individually or in behalf of another person or business, in which
he or she may have an interest, provided;
(a) Such officer or director acts in good faith, and
(b) The contract or transaction is fair as to the Corporation at the time it
is authorized or approved.
ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
The Corporation shall indemnify each director and officer of the Corporation
and their respective heirs, administrators, and executors against all
liabilities and expenses reasonably incurred in connection with any action,
suit, or proceeding to which he may be made a party by reason of the fact that
he is or was a director or officer of the Corporation, to the full extent
permitted by the laws of the state of Utah now existing or as such laws may
hereafter be amended. The expenses of officers and directors incurred in
defending a civil or criminal action, suit, or proceeding shall be paid by the
Corporation as they are incurred and in advance of the final disposition of
the action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the Corporation.
The Corporation may indemnify each director, officer, employee, or agent of
the Corporation and their respective heirs, administrators, and executors
against all liabilities and expenses reasonably incurred in connection with
any action, suit, or proceeding to which such person may be made a party by
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reason of such person being, or having been, a director, officer, employee, or
agent of the Corporation, to the full extent permitted by the laws of the
state of Utah now existing or as such laws may hereafter be amended.
ARTICLE X
LIMITATION ON DIRECTORS LIABILITY
To the fullest extent permitted by the Utah Revised Business Corporation Act
or any other applicable law as now in effect or as it may hereafter be
amended, a director of the Corporation shall have no personal liability to the
Corporation or its shareholders for monetary damages for any action taken or
any failure to take any action as a director.
ARTICLE XI
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction to
which the Corporation may become subject by reason of the conduct of business,
the ownership of assets, the residence of shareholders, the location of
offices or facilities, or any other item, the Corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts,
modifies, suspends, terminates, or otherwise effects the rights of any
shareholder to cast one vote for each share of Common Stock registered in the
name of such shareholder on the books of the Corporation, without regard to
whether such shares were acquired directly from the Corporation or from any
other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of Common Stock of the Corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the Corporation or any other shareholder of the Corporation.
ARTICLE XII
PRINCIPAL OFFICE AND REGISTERED AGENT
The address of the Corporation in the state of Utah is 1108 Brookhaven Drive,
Kaysville, UT 84037. The name and address of the Corporation's initial
resident agent is Burke T. Maxfield, 1108 Brookhaven Drive, Kaysville, UT
84037.
Either the principal office or the registered agent may be changed in the
manner provided by law.
ARTICLE XIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal all or
any portion of the provisions contained in these articles of incorporation
from time to time in accordance with the laws of the state of Utah; and all
rights conferred herein on stockholders are granted subject to this
reservation.
ARTICLE XIV
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of
directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors. The bylaws may contain any
provisions for the regulation or management of the affairs of the Corporation
not inconsistent with these articles of incorporation and the laws of the
state of Utah now or hereafter existing.
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ARTICLE XV
GOVERNING BOARD
The governing board of the Corporation shall be known as the "board of
directors." The board of directors must have at least one director, but not
more than nine directors or as otherwise specified in its bylaws or directors'
resolutions.
The name and addresse of the person who is to serve as director until the
first annual meeting of the stockholders and until such person's successors
are elected and shall qualify is as follows:
NAME ADDRESS
---- -------
Burke T. Maxfield 1108 Brookhaven Drive, Kaysville, UT 84037.
ARTICLE XVI
POWERS OF GOVERNING BOARD
The governing board of the Corporation is specifically granted by these
articles of incorporation all powers permitted to be vested in the governing
board of a corporation by the applicable provisions of the laws of the state
of Utah now or hereafter existing.
ARTICLE XVII
INCORPORATORS
The name and mailing address of the incorporators signing these articles of
incorporation is as follows:
NAME ADDRESS
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Burke T. Maxfield 1108 Brookhaven Drive, Kaysville, UT 84037.
The undersigned, being the incorporator of the Corporation herein before
named, hereby makes and files these articles of incorporation, declaring and
certifying that the facts contained herein are true.
DATED this 25th day of April 2000.
/S/ Burke T. Maxfield, Incorporator
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY REGISTERED AGENT
IN THE MATTER OF UBETIGOLF, INC., Burke T. Maxfield, 1108 Brookhaven Drive,
Kaysville, UT 84037, hereby certifies that on the 25th day of April 2000, he
accepted appointment as Resident Agent of the above-entitled corporation.
Furthermore, that the principal office of the Corporation in this State is
located at 1108 Brookhaven Drive, Kaysville, UT 84037.
IN WITNESS WHEREOF he has hereunto set his hand this 25th day of April 2000.
/S/ Burke T. Maxfield, Registered Agent
